Common use of Defense of Claims Clause in Contracts

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the 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 Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgment.

Defense of Claims. An Indemnified Person seeking indemnification Except as otherwise set forth in the last sentence of this Section 9.6, in connection with any claim which may give rise to indemnity under this Article IX shall give written notice to 9 resulting from or arising out of any claim or Action against an Indemnitee by a Person that is not a party hereto, the Indemnifying Party of the facts and circumstances giving rise may (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice sent at any time to the claim. In relevant Indemnitee, assume the defense of any such claim or Action, to the extent that regardthe claim or Action relates only to monetary damages and not the Transferred Assets or the ability to exploit the Transferred Assets, if any Proceeding shall be brought or asserted by any third party whichand such Indemnifying Party provides assurances, if adversely determinedreasonably satisfactory to such Indemnitee, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify that the Indemnifying Party of the same in writing, specifying in detail the basis of will be financially able to satisfy such claim and the facts pertaining thereto; provided that the failure to so notify an in full if such claim or Action is decided adversely. The Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except select counsel reasonably acceptable to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control Indemnitee to conduct the defense of such Proceeding (claim or Action, shall take all steps reasonably necessary in the defense or settlement thereof and shall consult with at all times diligently and promptly pursue the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesresolution thereof. If the Indemnifying Party elects to assume and control shall have assumed the defense of a Proceedingany claim or Action in accordance with this Section 9.6, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the 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 Person shall be at the expense authorized to consent to a settlement of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect arising from, any such claim or Action, to the matter extent that the settlement or enter into any settlement with respect to judgment requires only the matter which judgment payment of monetary damages, includes no injunctive provisions or settlement does not release performance requirements of Indemnitee and includes no admission of guilt or liability. Or in the other alternative, the Indemnifying Party from all liability to the third party with respect thereto without the will seek consent of the other Party, Indemnitee (which consent shall not be unreasonably withheld or delayed). If the Indemnifying Party has so elected to assume the defense, each Indemnitee shall be entitled to participate in (it but not control) the defense of any such action, with its own counsel and, except as provided herein, at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Party in the defense of any claim or Action being understood defended by the Indemnifying Party pursuant to this Section 9.6. If the Indemnifying Party does not assume the defense of any claim or Action resulting therefrom in accordance with the terms of this Section 9.6, or the Indemnifying Party does not acknowledge to the Indemnitee the Indemnitee’s right to indemnity pursuant hereto in respect of the entirety of such claim (as such claim may have been modified through written agreement of the Parties) or the Indemnifying Party does not provides assurances, reasonably satisfactory to such Indemnitee, that the extent to which any Indemnifying Party will be obligated financially able to pay for Damages resulting from satisfy such matter claim in full if such claim or Action is decided adversely, such Indemnitee may defend against such claim or Action in such manner as compared to it may deem reasonably appropriate at the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry cost of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentParty.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX The Lessee or its insurers shall give written notice have the right (in each such case at the Lessee's sole expense) to investigate or, provided that (i) the Indemnifying Party Lessee or its insurers shall not reserve the right to dispute liability with respect to any insurance policies pursuant to which coverage is sought, (ii) in the case of the facts Lessee, no Event of Default shall have occurred and circumstances giving rise be continuing and (iii) the Lessee shall have first acknowledged in writing to such Indemnitee the Lessee's obligation to indemnify such Indemnitee hereunder in respect of such claim. In that regard, if defend any Proceeding shall be brought or asserted claim covered by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity insurance for which indemnification is sought pursuant to this Article IX, the Indemnified Person 9 and each Indemnitee shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult cooperate with the Indemnified Person Lessee or its insurers with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party whichprovided, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IXfurther, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will Lessee shall not be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects entitled to assume and control the defense of any such claim if and to the extent such Indemnitee reasonably objects to such control on the ground that an actual or potential material conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel. Subject to the immediately foregoing sentence, where the Lessee or the insurers under a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice policy of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed insurance maintained by the Indemnifying Party in any such action and to participate in Lessee undertake the defense thereofof an Indemnitee with respect to such a claim, but the no additional legal fees and or expenses of such counsel employed Indemnitee in connection with the defense of such claim shall be indemnified hereunder unless the fees or expenses were incurred at the written request of the Lessee or such insurers. Subject to the requirement of any policy of insurance applicable to a claim, an Indemnitee may participate at its own expense at any judicial proceeding controlled by the Indemnified Person shall be at Lessee or its insurers pursuant to the expense preceding provisions, provided that such party's participation does not, in the opinion of the Indemnified Person unless (a) the employment thereof has been specifically authorized independent counsel appointed by the Indemnifying Party Lessee or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Personthis Section 9.06. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or No Indemnitee shall enter into any settlement or other compromise with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto any claim described in this Section 9.06 without the prior written consent of the other PartyLessee, which consent shall not unreasonably be unreasonably withheld (it being understood that the extent or delayed, unless such Indemnitee waives its right to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement indemnified under this Article 9 with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentclaim.

Defense of Claims. An Subject to the provisions hereinafter stated, in case any such action shall be brought against an Indemnified Person seeking indemnification under this Article IX shall give written notice to Party, the Indemnifying Party of the facts and circumstances giving rise shall be entitled to participate therein, and, to the claim. In extent that regardit shall elect by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from such Indemnified Party, if any Proceeding shall be brought or asserted by any third party whichentitled to assume the defense thereof, if adversely determined, would entitle the with counsel reasonably satisfactory to such Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify Party. After notice from the Indemnifying Party of the same in writing, specifying in detail the basis of to such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Indemnified Party of its obligations hereunder except election to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding thereof (unless it has failed to assume the defense thereof and shall consult with the Indemnified Person with respect thereto), including the employment of appoint counsel reasonably satisfactory to the Indemnified Person and Party, in each case within a reasonable time after notice of commencement of the payment action), such Indemnifying Party shall not be liable to such Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; provided, however, that if (i) there exists or shall exist a conflict of expenses; provided interest that would make it inappropriate, in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle reasonable opinion of counsel to the Indemnified Person Party, for the same counsel to full indemnity pursuant to this Article IX, represent both the Indemnified Person may elect to participate in the joint defense of Party and such Proceeding Indemnifying Party or any affiliate or associate thereof, (a "Joint Defense Proceeding"ii) for which the expenses of such joint defense will be shares equally by such parties and the employment of separate counsel shall be reasonably satisfactory to both parties. If the Indemnifying for such Indemnified Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed been authorized in writing by one of the Indemnifying Party in any connection with the defense of such action and to participate or (iii) the Indemnifying Party does not diligently defend the action after assumption of the defense in the defense thereofreasonably opinion of such Indemnified Party, but then in each case the Indemnified Party shall be entitled to retain its own counsel (who shall not be the same as the opining counsel) at the expense of such Indemnifying Party; provided, however, that no Indemnifying Party shall be responsible for the fees and expenses of such more than one separate counsel employed by (together with appropriate local counsel) for all Indemnified Parties, which, counsel, in the Indemnified Person shall be at the expense case of the Indemnified Person Parties described in Section 5(a), shall be designated by Holders of the majority-in-interest of the then outstanding Registrable Securities, and, in the case of the Indemnified Parties described in Section 5(b), shall be designated by the Company. In no event shall any Indemnifying Party be liable in respect of any amounts paid in settlement of any action unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) shall have approved the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry terms of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which such settlement; provided that such consent shall not be unreasonably withheld (it being understood that withheld. No Indemnifying Party shall, without the extent to prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party will be obligated to pay for Damages resulting is or could reasonably have been a party and indemnification could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentproceeding.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding The Bank shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person entitled to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same participate in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult any Claim relating to an Indemnifiable Event or to assume the defense thereof, with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Bank to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include both (A) the Bank or any subsidiary of the Bank and (B) the Indemnitee, and the Indemnitee concludes that there may be one or more legal defenses available to him that are different from or in addition to those available to the Bank or any subsidiary of the Bank or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the Bank’s expense. The Bank shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Bank’s prior written consent. The Bank shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of expensesmoney and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Bank nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that in the event Indemnitee may withhold consent to any Proceeding shall be brought or asserted settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IXCalifornia law, the Indemnified Person may elect to participate in the joint defense Bank’s assumption of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it Claim pursuant to this Section 14 will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed constitute an irrevocable acknowledgement by the Indemnifying Party Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed connection therewith are indemnifiable by the Indemnified Person shall be at the expense Bank under Section 2 of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentthis Agreement.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding The Company shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and entitled to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing any Claim relating to an Indemnifiable Event or (b) the Indemnifying Party has failed to assume the defense and employ thereof, with counsel reasonably satisfactory to Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (i) the Indemnified Personuse of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include the Company or any subsidiary of the Company and Indemnitee and Indemnitee concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any subsidiary of the Company or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the Company’s expense; provided that any counsel chosen by Indemnitee shall agree to comply with the Company’s outside counsel guidelines, as in effect at the time of the engagement of such counsel, with respect to any matter for which indemnification is sought under this Agreement. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event to which Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Indemnified Person Company nor the Indemnifying Party may Indemnitee shall unreasonably withhold its or his or her consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter)proposed settlement; provided that no Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of a Joint Defense Proceeding may be effected without Indemnitee. To the consent fullest extent permitted by Nevada law, the Company’s assumption of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which a Claim pursuant to this Section 14 will constitute an irrevocable acknowledgement by the Indemnifying Party elected to assume, Company that any Expenses incurred by or for the Indemnifying Party shall indemnify account of Indemnitee in connection therewith are indemnifiable by the Indemnified Person with respect to the settlement or judgmentCompany under Section 2.

Defense of Claims. An If a claim for Losses (a "Claim") is to be made by an Indemnified Person seeking indemnification under this Article IX Party, such Indemnified Party shall give written notice (a "Claim Notice") to the Indemnifying Company as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Article VIII. If any lawsuit or enforcement action is filed against any Indemnified Party hereunder, notice thereof (a "Third Party Notice") shall be given to the Company as promptly as practicable (and in any event within ten (10) calendar days after the service of the facts and circumstances giving rise citation or summons). The failure of any Indemnified Party to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party give timely notice hereunder shall not relieve the Indemnifying Party of its obligations hereunder affect rights to indemnification hereunder, except to the extent that the Company demonstrates actual damage caused by such failure failure. After receipt of a Third Party Notice, if the Company shall have harmed acknowledge in writing to the Indemnifying Party. The Indemnifying PartyIndemnified Party that the Company shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action, then the Company shall be entitled, if it so elects, (a) to take control of the defense and investigation of such lawsuit or action, (b) to employ and engage attorneys of its own choice to handle and defend the same, at the Company's cost, risk and expense unless the named parties to such action or proceeding include both the Company and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Company, and (c) to compromise or settle such claim, which compromise or settlement (i) shall be made and entered into only with the advance written consent of the Indemnified Party (in its sole discretion) if such compromise or settlement, in the reasonable judgment of the Indemnified Party, would cause more than de minimis harm to such Indemnified Party's business reputation, (ii) may be made and entered into in the sole discretion of the Company if such compromise or settlement provides for the payment solely of cash to the claimant in such lawsuit in full satisfaction of such claimant's claim therein and includes a release of the Indemnified Party to the maximum extent permitted by law (and would not otherwise, in the reasonable judgment of such Indemnified Party, cause more than de minimis harm to such Indemnified Party's business reputation) and (iii) otherwise shall be entered into only with the advance written consent of the Indemnified Party (such consent not to be unreasonably withheld). The Indemnified Party shall cooperate in all reasonable respects with the Company and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; and the Indemnified Party may, at its own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom and appoint its own counsel therefor, at its own cost. The parties shall also cooperate with each other in any notifications to insurers. If the Company fails to assume and control the defense of such Proceeding claim within fifteen (and shall consult with 15) calendar days after receipt of the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IXThird Party Notice, the Indemnified Person may elect Party against which such claim has been asserted will (upon delivering notice to participate in such effect to the joint defense Company) have the right to undertake the defense, compromise or settlement of such Proceeding (a "Joint Defense Proceeding") for which claim at the expenses of such joint defense will be shares equally by such parties Company's cost and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person Company shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any participate therein at its own cost; provided, however, that such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person claim shall not be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing compromised or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto settled without the written consent of the other PartyCompany, which consent shall not be unreasonably withheld (it being understood that withheld. In the extent to which any event the Indemnified Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, assumes the defense of which the Indemnifying Party elected to assumeclaim, the Indemnifying Indemnified Party will keep the Company reasonably informed of the progress of any such defense, compromise or settlement. Notwithstanding the foregoing, the Company shall indemnify not be liable for the reasonable fees and expenses of more than one firm of attorneys at any time for any and all Indemnified Person Parties (which firm shall be designated in writing by such Indemnified Party or Parties) in connection with respect to any one such action or proceeding or multiple actions or proceedings provided that they are held in the settlement same jurisdiction, arising out of the same general allegations or judgmentcircumstances.

Defense of Claims. An Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Person seeking indemnification under this Article IX Party”) shall give promptly notify the other party (the “Indemnifying Party”) in writing of the claim and, when known, the facts constituting the basis for such claim. The Indemnifying Party may, upon written notice to the Indemnifying Indemnified Party within 30 calendar days of receipt of the facts and circumstances giving rise to notice specified in the claim. In that regardfirst sentence of this paragraph, assume the defense of any such claim if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party acknowledges to the Indemnified Party the Indemnified Party’s right to indemnify pursuant hereto in respect of the same in writing, specifying in detail the basis entirety of such claim. If the Indemnifying Party assumes the defense of any such claim, the Indemnifying Party shall select counsel acceptable to the Indemnified Party to conduct the defense of such claim, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Party shall have assumed the defense of any claim and in accordance with this Section 13(b), the facts pertaining theretoIndemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim, without the prior written consent of the Indemnified Party; provided provided, however, that (i) the failure Indemnifying Party shall pay or cause to so notify an be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) the Indemnifying Party shall not relieve be authorized to encumber any of the Indemnifying assets of the Indemnified Party of its obligations hereunder except or to agree to any restriction that would apply to the extent Indemnified Party or to its conduct of business; and (iii) a condition to any such failure settlement shall have harmed be a complete release of the Indemnified Party with respect to such claim which contains no admission of liability on the part of the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such action, with its own counsel and at the expense of the Indemnifying Party. The Indemnified Party shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Party, if it so elects, shall assume and control Party in the defense of such any claim or Proceeding (and shall consult with being defended by the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity Indemnifying Party pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesSection 14(b). If the Indemnifying Party elects to does not assume and control the defense of a Proceedingany claim resulting therefrom in accordance with the terms of this Section 13(b), it will provide notice thereof within thirty (30) days after the Indemnified Person has given Party may defend against such claim in such manner as it may deem appropriate, including settling such claim after giving notice of the matter and if same to the Indemnifying Party, on such Proceeding is not a Joint Defense Proceeding, terms as the Indemnified Person shall have the right to employ counsel separate from counsel employed by the 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 Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentdeem appropriate.

Defense of Claims. An Indemnified Person seeking indemnification In connection with any claim that may give rise to indemnity under this Article IX shall give written notice Section 4.4 resulting from or arising out of any claim against an Indemnitee by a Person that is not a party hereto (a “Third Party Claim”), Indemnitor will have the right, but not the obligation, to assume the Indemnifying Party of the facts defense, compromise and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis settlement of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party through counsel of its obligations hereunder except to own choosing, by notifying the extent such failure Indemnitee within 15 calendar days after Indemnitor’s receipt of the applicable Notice of Claim; provided, however, that (i) the counsel for Indemnitor who shall have harmed conduct the Indemnifying Party. The Indemnifying Partydefense, if it so elects, shall assume compromise and control the defense settlement of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel claims shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control Indemnitee, (ii) the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person Indemnitee shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and right, at its own expense, to participate in the defense thereof, but the fees and expenses of such claim and to employ counsel, separate from the counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless Indemnitor, (aiii) the employment thereof has been specifically authorized by Indemnitee shall cooperate in all reasonable respects with Indemnitor in connection with the Indemnifying Party in writing or defense, compromise and settlement of such claim, (biv) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may Indemnitor shall not consent to the entry of any a judgment with respect to the matter or enter into any settlement with respect to the matter which judgment a compromise or settlement does of any such claim which is subject to indemnification by Indemnitor hereunder, except with the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld) and the inclusion of an unconditional release the other Party of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (v) if the named parties to any Action (including any impleaded parties) include both Indemnitor and the Indemnitee, and the Indemnitee has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnitee that are different from or additional to those available to Indemnitor, the Indemnitee shall be entitled, at the expense of Indemnitor, to separate counsel of its own choosing (provided further that the Indemnitee shall not consent to the third party entry of a judgment or enter into a compromise or settlement of any such claim, except with respect thereto without the prior written consent of the other PartyIndemnitor, which consent shall not be unreasonably withheld withheld). If Indemnitor fails to assume the defense, compromise and settlement of such claim within 15 calendar days after Indemnitor’s receipt of the applicable Notice of Claim, the Indemnitee (it being understood upon delivering written notice to Indemnitor to such effect) shall have the right to undertake, at Indemnitor’s expense, the defense, compromise or settlement of such claim on behalf of Indemnitor; provided, however, that the extent Indemnitee shall not consent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any a judgment or settlement with respect to such matter); provided that no enter into a compromise or settlement of a Joint Defense Proceeding may be effected without any such claim, except with the prior written consent of both partiesIndemnitor (which shall not be unreasonably withheld). If there In the event that the Indemnitee assumes that defense, compromise and settlement of such claim, the Indemnitee shall keep Indemnitor reasonably informed of the progress of any such defense, compromise or settlement. Indemnitor shall be a liable for any compromise or settlement of any claim effected pursuant to which the Indemnifying Party consents or a and in accordance with this Section 4.4 and for any final judgment for the plaintiff in (subject to any Proceeding, the defense right of which the Indemnifying Party elected appeal) and Indemnitor agrees to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect and hold harmless (subject to the terms and conditions of Section 4.4(a) or 4.4(b) above, as applicable) the Indemnitee from and against any Damages by reason of such compromise, settlement or judgment. Nothing contained in this Section 4.4(e) shall affect or otherwise modify the terms and conditions of Sections 4.4(a) or 4.4(b).

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding The Company shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person entitled to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same participate in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult any Indemnifiable Claim or to assume the defense thereof, with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expensesIndemnitee; provided that in the event any Proceeding shall be brought or asserted if Indemnitee believes, after consultation with counsel selected by any third party whichIndemnitee, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the 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 Person shall be at the expense of the Indemnified Person unless that: (a) the employment thereof has been specifically authorized use of counsel chosen by the Indemnifying Party in writing Company to represent Indemnitee would present such counsel with an actual or potential conflict; (b) the Indemnifying Party has failed named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company; or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which the Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee. Notwithstanding the foregoing, the Company will not be entitled to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent Indemnifiable Claim as to which any Party will be obligated to pay Indemnitee has reasonably made the conclusion provided for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matterSection 1.14(b); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgment.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX The Lessee or its insurers shall give written notice have the right (in each such case at the Lessee's sole expense) to investigate or, provided that (i) the Indemnifying Party Lessee or its insurers shall not reserve the right to dispute liability with respect to any insurance policies pursuant to which coverage is sought, (ii) in the case of the facts Lessee, no Event of Default shall have occurred and circumstances giving rise be continuing and (iii) the Lessee shall have first acknowledged in writing to such Indemnitee the Lessee's obligation to indemnify such Indemnitee hereunder in respect of such claim. In that regard, if defend any Proceeding shall be brought or asserted claim covered by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity insurance for which indemnification is sought pursuant to this Article IX, the Indemnified Person 9 and each Indemnitee shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult cooperate with the Indemnified Person Lessee or its insurers with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party whichprovided, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IXfurther, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will Lessee shall not be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects entitled to assume and control the defense of any such claim if and to the extent such Indemnitee reasonably objects to such control on the ground that an actual or potential material conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel. Subject to the immediately foregoing sentence, where the Lessee or the insurers under a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice policy of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed insurance maintained by the Indemnifying Party in any such action and to participate in Lessee undertake the defense thereofof an Indemnitee with respect to such a claim, but the no additional legal fees and or expenses of such counsel employed Indemnitee in connection with the defense of such claim shall be indemnified hereunder unless the fees or expenses were incurred at the written request of the Lessee or such insurers. Subject to the requirement of any policy of insurance applicable to a claim, an Indemnitee may participate at its own expense at any judicial proceeding controlled by the Indemnified Person shall be at Lessee or its insurers pursuant to the expense preceding provisions, provided that such party's participation does not, in the opinion of the Indemnified Person unless (a) the employment thereof has been specifically authorized independent counsel appointed by the Indemnifying Party Lessee or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Personthis Section 9.06. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or No Indemnitee shall enter into any settlement or other compromise with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto any claim described in this Section 9.06 without the prior written consent of the other PartyLessee, which consent shall not unreasonably be unreasonably withheld (it being understood that the extent or delayed, unless such Indemnitee waives its right to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement indemnified under this Article 9 with respect to such matter); provided that no claim. The Lessee shall not enter into any settlement or compromise which admits any criminal violation, gross negligence or willful misconduct on the part of a Joint Defense Proceeding may be effected any Indemnitee without the prior written consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentsuch Indemnitee.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if case any Proceeding legal action shall be brought commenced or asserted by any third party which, if adversely determined, would entitle threatened (provided that in the case of a threatened legal action the Indemnified Person Party believes in good faith that an indemnifiable Loss is likely to indemnity pursuant to this Article IXoccur) against an Indemnified Party which could result in a Loss, the Indemnified Person Party shall within thirty (30) days promptly notify the Indemnifying Party of the same in writing. After receipt of any such notice, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve have the Indemnifying Party right, exercisable by written notice of its obligations hereunder except exercise to the extent such failure shall have harmed Indemnified Party promptly after receipt of the Indemnifying Party. The Indemnifying Partynotice provided for in the next preceding sentence, if it so elects, shall (A) to participate in and (B) assume (and control control) the defense of such Proceeding (action, at its own expense and shall consult with the Indemnified Person with respect thereto)its own counsel, including the employment of provided such counsel reasonably is satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesParty. If the Indemnifying Party elects to assume and control the defense of a Proceedingsuch action, it will provide notice thereof within thirty (30) days after the Indemnifying Party shall keep the Indemnified Person has given notice Party informed of the matter all material developments and if events relating to such Proceeding is not a Joint Defense Proceeding, the action. The Indemnified Person Party shall have the right to employ counsel separate from counsel employed by participate in (but not control) the Indemnifying Party in defense of any such action and to participate in the defense thereofaction, but the fees and expenses of such counsel employed for the Indemnified Party shall be at its own expense except as set forth in the following sentence. The Indemnifying Party shall bear the reasonable fees and expenses of counsel retained by the Indemnified Person Party if (i) the Indemnified Party shall be have retained such counsel due to actual or potential conflicting interests between the Indemnified Party and the Indemnifying Party, (ii) the Indemnifying Party shall not elect to assume the defense of the action, (iii) the Indemnifying Party shall not have employed counsel satisfactory to the Indemnified Party to represent the Indemnifying Party in connection with its assumption of the defense of the action within a reasonable time after notice pursuant to the first sentence of this paragraph is delivered to the effect that such action has been commenced or is threatened, or (iv) the Indemnifying Party has authorized the employment of counsel for the Indemnified Party to handle the defense of the action at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by Indemnifying Party. In no event will the Indemnifying Party in writing be liable for any settlement or (b) admission of liability with respect to any action without its prior written consent, which shall not be unreasonably withheld, but if settled with such consent, the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory shall be liable therefor, subject to the Indemnified Personlimitations set forth in this Section 9. Neither the Indemnified Person nor the The Indemnifying Party may consent not settle any liability or claim subject to the entry of any judgment with respect indemnification pursuant to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto this Section 9 without the consent of the other Indemnified Party and on any basis that does not provide for a full release of the Indemnified Party. Any participation in, or assumption of the defense of, any action by an Indemnifying Party shall be without prejudice to the right of the Indemnifying Party, which consent and shall not be unreasonably withheld (it being understood that construed as a waiver of its right to deny the extent obligation to which any Party will be obligated to pay for Damages resulting from such matter indemnify the Indemnified Party. The giving of notice, as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement above provided, of a Joint Defense Proceeding may loss, damage, cost or expense claimed to be effected without indemnifiable hereunder, to exercise the consent right, as the same is provided (and limited) herein, to participate in and assume control of both parties. If there the defense against such claim, shall be a settlement prerequisite to which any obligation to indemnify; provided, however, that the Indemnifying Party consents Indemnified Party’s rights pursuant to this Section 9 shall not be forfeited by reason of a failure to give such notice or to cooperate in the defense to the extent such failure does not have a final judgment for the plaintiff in any Proceeding, material and adverse effect on the defense of which such matter. Notwithstanding any of the Indemnifying Party elected to assumeabove, the Indemnifying Party Parent shall indemnify the Indemnified Person with respect have control of any action arising from a tax claim to the settlement or judgmentextent such claim is reflected on Parent’s tax returns.

Defense of Claims. An Indemnified Person seeking After receipt by CORE or Purchaser of notice of the existence of any claim made or threatened by a third party, to which the indemnification under this Article IX obligations hereunder apply, CORE shall give written notice thereof to Seller and Transcend, but the omission to so notify Seller and Transcend will not relieve Seller and Transcend from any liability except to the Indemnifying Party extent that Seller and Transcend shall have been materially prejudiced as a result of the facts failure in giving such notice. Such notice shall state the information then available regarding the amount and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis nature of such claim and shall specify the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party provision or provisions of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for Agreement under which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesliability or obligation is asserted. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty twenty (3020) days after the Indemnified Person has given receiving such notice, Seller or Transcend gives written notice of the matter to CORE stating that it disputes and if intends to defend against such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right claim at Seller's or Transcend's own cost and expense (subject to employ counsel separate from counsel employed by the 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 Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, CORE which consent shall not be unreasonably withheld (it being understood that the extent to but which any Party will consent may be obligated conditional upon bonding or other evidence of ability to pay for Damages resulting from upon a judgment) provided Seller's or Transcend's counsel in such matter defense is acceptable to CORE, then CORE shall make no payment on such claim as compared long as Seller or Transcend is conducting a good faith and diligent defense. Notwithstanding anything herein to the other Party contrary, CORE and Purchaser shall at all times have the right to participate fully in such defense at CORE's and Purchaser's own expense directly or through counsel; provided, however, if the named parties to the action include both (i) either Seller or Transcend and (ii) Purchaser or CORE and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of one separate counsel for CORE or Purchaser shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both partiespaid by Seller and Transcend. If there no timely notice of intent to dispute and defend is given by Seller or Transcend, or if such diligent good faith defense is not being or ceases to be conducted, after written notice to Transcend and Seller and the failure of Seller and Transcend to initiate or conduct such a defense within twenty (20) days after such notice, CORE, at the expense of Transcend and Seller, shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, undertake the defense of which such claim, liability or expense, and shall have the Indemnifying Party elected right to assumecompromise or settle the same. If such claim, the Indemnifying Party liability or expense is one that by its nature cannot be defended solely by Transcend or Seller then CORE and Purchaser shall indemnify the Indemnified Person make available all information and assistance that Transcend or Seller may reasonably request and shall cooperate with respect to the settlement Transcend or judgmentSeller in such defense; provided, Transcend or Seller shall reimburse CORE and Purchaser for their costs and expenses in providing such assistance.

Defense of Claims. An Indemnified (a) (i) If any Buyer Indemnitee receives notice of the assertion or commencement of any claim, action or proceeding made or brought by any Person seeking who is not a Party or an affiliate of a Party (a "Third Party Claim") with respect to which indemnification under this Article IX is to be sought from the Seller and DQE, the Buyer Indemnitee shall give the Seller and DQE reasonably prompt written notice thereof, but in any event such notice shall not be given later than twenty (20) calendar days after the Buyer Indemnitee's receipt of written notice of such Third Party Claim. Such written notice shall describe the nature of the Third Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Buyer Indemnifiable Loss that has been or may be sustained by the Buyer Indemnitee. The Seller and DQE will have the right to participate in or, by giving written notice to the Indemnifying Party of the facts and circumstances giving rise Buyer Indemnitee, to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the 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 Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense of any Third Party Claim by the Seller's own counsel, the cost for which shall be borne by the Seller and employ counsel reasonably satisfactory DQE to the Indemnified Person. Neither extent that Buyer Indemnifiable Losses exceed the Indemnified Person nor Indemnity Basket and shall, to such extent, be taken into account in calculating the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent aggregate amount of the other Party, which consent Seller's and DQE's liability for Buyer Indemnifiable Losses under the Indemnity Cap. The Buyer Indemnitee shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from cooperate in good faith in such matter as compared to the other Party shall be considered in determining whether it is reasonable for defense at such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both partiesBuyer Indemnitee's own expense. If there shall be a settlement the Seller and DQE elect not to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, assume the defense of which the Indemnifying any Third Party elected to assumeClaim, the Indemnifying Buyer Indemnitee may compromise or settle such Third Party shall indemnify Claim over the Indemnified Person with respect to objection of the Seller and DQE, which settlement or judgmentcompromise shall conclusively establish the Seller's and DQE's liability pursuant to this Agreement.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice to This section sets forth, among other things, those circumstances in which the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure Indemnitor shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects right to assume and control the defense of an indemnified Third Party Claim and those in which the Indemnitee shall have such right. Upon receipt of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense ProceedingClaim Notice from an Indemnitee with respect to any Third Party Claim, the Indemnified Person Indemnitor shall have the right to assume and control the defense thereof (and any related settlement negotiations) with counsel selected by the Indemnitor and reasonably satisfactory to such Indemnitee (the "Indemnitor's Counsel"). The Indemnitee shall cooperate in all reasonable respects in such defense. The Indemnitee shall have the right to employ separate counsel separate from counsel employed by the Indemnifying Party at such Indemnitee's expense in any such action or claim and to participate in the defense thereof, including, without limitation, in any situation in which one or more defenses or one or more counterclaims available to the Indemnitee conflict with one or more defenses or one or more counterclaims available to the Indemnitor. Anything to the contrary in this Section 8.4 notwithstanding, the Indemnitor shall not be entitled to control the defense of such Third Party Claim (but shall be entitled to participate at its own expense in the defense thereof) and the Indemnitee shall have the right to assume and control the defense or settlement thereof with counsel of its own choosing reasonably satisfactory to the Indemnitor (reasonable fees and expenses of such counsel employed by the Indemnified Person shall be being at the expense of the Indemnified Person unless Indemnitor), if: (ai) the employment thereof has been specifically authorized by Indemnitor does not notify the Indemnifying Party in writing or Indemnitee within thirty (b30) days after receipt of the Indemnifying Party has failed Claim Notice of its intention to assume the defense and employ counsel reasonably satisfactory to of such Third Party Claim, (ii) such Third Party Claim seeks an order, injunction, non-monetary or other equitable relief against the Indemnified Person. Neither Indemnitee which, if successful, could result in a Material Adverse Effect upon the Indemnified Person nor the Indemnifying Party may consent to the entry business, financial condition, results of any judgment with respect to the matter operations or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent assets of the other PartyIndemnitee, which consent shall not be unreasonably withheld or (it being understood that iii) the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it Indemnitor does not, or is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceedingunable to, fund the defense of which such Third Party Claim in the Indemnifying manner requested by Indemnitor's Counsel. With respect to any settlement of such Third Party elected to assumeClaim, the Indemnifying Party Indemnitee shall indemnify the Indemnified Person with respect send a written notice to the Indemnitor of any proposed settlement or of any such claim, which settlement the Indemnitor may reject, in its reasonable judgment, within thirty (30) days of receipt of such settlement. Failure to reject such notice within such thirty-day period shall be deemed an acceptance of such notice and proposed settlement.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice Upon receipt of a Claim Notice from an Indemnitee with respect to the Indemnifying any Third-Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IXClaim, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall Indemnitor may assume and control the defense of such Proceeding (and shall consult thereof with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person such Indemnitee and the payment of expenses; provided that Indemnitee shall cooperate in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate all reasonable respects in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesdefense. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person The Indemnitee shall have the right to employ separate counsel separate from counsel employed by the Indemnifying Party in any such action or claim and to participate in the defense thereof, but provided that the fees and expenses of such counsel employed by the Indemnified Person Indemnitee shall be at the expense of the Indemnified Person unless (a) Indemnitor only if such counsel is retained pursuant to the second succeeding sentence or if the employment thereof of such counsel has been specifically authorized by the Indemnifying Party Indemnitor. The Indemnitor may conduct such defense in writing the name of or (b) on behalf of the Indemnifying Party has failed Indemnitee or Indemnitor and shall have full authority and control with respect thereto, including the settlement thereof. If the Indemnitor does not notify the Indemnitee within 60 days after receipt of the Claim Notice that it elects to undertake the defense thereof, the Indemnitee shall have the right to defend at the expense of the Indemnitor the claim with counsel of its choosing, subject to the right of the Indemnitor to assume the defense and employ counsel reasonably satisfactory of any claim at any time prior to settlement or final determination thereof. In such event, the Indemnitee shall send a written notice to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry Indemnitor of any judgment with respect proposed settlement of any claim, which settlement the Indemnitor may reject, in its reasonable judgment, within 30 days after receipt of such notice. Failure to reject such settlement within such 30-day period shall be deemed an acceptance of such settlement. In the matter or enter into any settlement with respect event the Indemnitor rejects such settlement, the Indemnitee shall have the right to settle the matter which judgment or settlement does not release claim over the other Party from all liability to the third party with respect thereto without the consent objection of the other PartyIndemnitor, which consent shall not be unreasonably withheld (it being understood that unless the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to Indemnitor assumes the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent defense from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without Indemnitee upon rejecting the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentsettlement.

Defense of Claims. An Indemnified Person seeking indemnification (a) In connection with any claim which may give rise to indemnity under this Article IX shall give resulting from or arising out of any claim or Proceeding against an Indemnitee by a Person that is not a party hereto, the Indemnifying Party may, subject to Section 9.04(b), assume the defense of any such claim or Proceeding (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, if all Indemnifying Parties with respect to such claim or Proceeding jointly acknowledge to the Indemnitee its right to indemnity pursuant hereto in respect of the entirety of such claim (as such claim may have been modified through written agreement of the parties or arbitration hereunder) and provides assurances, reasonably satisfactory to such Indemnitee, that the Indemnifying Parties will be financially able to satisfy such claim in full if such claim or Proceeding is decided adversely. Prior to the assumption by an Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if defense of any Proceeding shall be brought claim or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IXProceeding, the Indemnified Person shall within thirty (30) days notify Indemnitee may make such appearances and filings with respect thereto as the Indemnitee reasonably determines to be necessary or appropriate. If the Indemnifying Party Parties assume the defense of the same in writing, specifying in detail the basis of any such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve or Proceeding, the Indemnifying Party of its obligations hereunder except Parties shall select counsel reasonably acceptable to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control Indemnitee to conduct the defense of such Proceeding (claim or Proceeding, shall take all steps necessary in the defense or settlement thereof and shall consult with at all times diligently and promptly pursue the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesresolution thereof. If the Indemnifying Party elects to assume and control Parties shall have assumed the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such any claim or Proceeding is not a Joint Defense Proceedingin accordance with this Section 9.04, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the 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 Person Parties shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to a settlement of, or the entry of any judgment with respect to the matter arising from, any such claim or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto Proceeding, without the prior written consent of such Indemnitee; PROVIDED, HOWEVER, that the other PartyIndemnifying Parties shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; PROVIDED, which consent FURTHER, that the Indemnifying Parties shall not be unreasonably withheld (it being understood authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that the extent would apply to which any Party will be obligated Indemnitee or to pay for Damages resulting from its conduct of business; and PROVIDED, FURTHER, that a condition to any such matter as compared to the other Party settlement shall be considered in determining whether it is reasonable for a complete release of such Party to withhold Indemnitee and its consent from the entry of any judgment or settlement Affiliates, officers, employees, consultants and agents with respect to such matterclaim. Subject to Section 9.04(b); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there , such Indemnitee shall be a settlement entitled to which the Indemnifying Party consents or a final judgment for the plaintiff participate in any Proceeding, (but not control) the defense of which any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Party elected to assume, Parties in the defense of any claim or Proceeding being defended by the Indemnifying Party shall indemnify Parties pursuant to this Section 9.04. If the Indemnified Person Indemnifying Parties do not assume the defense of any claim or Proceeding resulting therefrom in accordance with respect to the settlement terms of this Section 9.04(a), such Indemnitee may defend against such claim or judgmentProceeding.

Defense of Claims. An Indemnified Person seeking If a party hereto seeks indemnification under this Article IX Section 8.1, such party (the "Indemnified Party") shall give written notice to the other party (the "Indemnifying Party Party") of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding suit, action, claim, liability or obligation (a "Proceeding") shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person Party to indemnity pursuant to this Article IXSection 8.1, the Indemnified Person Party shall within thirty (30) 30 days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person Party with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person Party and the payment of expenses; provided provided, however, that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person Party to full indemnity pursuant to this Article IXSection 8.1, the Indemnified Person Party may elect to participate in the a joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares shared equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) 30 days after the Indemnified Person Party has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person Party shall have the right to employ counsel separate from counsel employed by the 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 Person Party shall be at the expense of the Indemnified Person Party unless (ai) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (bii) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Personcounsel. Neither the Indemnified Person nor the The Indemnifying Party may consent to the entry shall not be liable for any settlement of any judgment with respect Proceeding, the defense of which it has elected to the matter or enter into any assume, which settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto is effected without the written consent of the other Indemnifying Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the written consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party has elected to assume, the Indemnifying Party shall indemnify the Indemnified Person Party with respect to the settlement or judgment. If the Indemnifying Party elects to assume and control the defense or in the event of a Joint Defense Proceeding, the Indemnified Party shall take all reasonable efforts necessary to assist the Indemnifying Party in such defense.

Defense of Claims. An Indemnified Person seeking Unless an Event of Default has occurred and has not been waived by Lessor, Lessee and its insurers will have the right (in each such case at Lessee's sole expense) to investigate, defend or compromise any claim for which indemnification under is sought as provided in this Article IX shall give written notice Section 1.07 (so long as Lessee has agreed in writing reasonably acceptable to the Indemnifying Party relevant Indemnitee that Lessee is liable to such Indemnitee for any Claims relating to or arising out of the facts and circumstances giving rise Claim for which indemnification is sought, PROVIDED that Lessee will not be so liable to the claim. In extent that regard, if any Proceeding shall be brought it is determined that one or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party more of the same exclusions contained in writingSection 1.03 would be applicable to such Claim), specifying in detail the basis and each Indemnitee will cooperate with Lessee and its insurers with respect thereto. If a claim is made against an Indemnitee involving one or more Claims and such Indemnitee has notice thereof, such Indemnitee shall promptly after receiving such notice give notice of such claim and the facts pertaining theretoClaim to Lessee; provided PROVIDED that the failure to so notify an Indemnifying Party give such notice shall not relieve affect the Indemnifying Party obligations of its obligations Lessee hereunder except to the extent Lessee is prejudiced by such failure or the Lessee's indemnification obligations are increased as a result of such failure. If no Specified Default shall have harmed occurred and be continuing, Lessee shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the Indemnifying Party. The Indemnifying Partyrespective Indemnitee, if it so elects(A) in any judicial or administrative proceeding that involves solely a claim for one or more Claims, shall to assume responsibility for and control thereof, (B) in any judicial or administrative proceeding involving a claim for one or more Claims and other claims related or unrelated to the defense transactions contemplated by the Operative Documents, to assume responsibility for and control of such Proceeding claim for Claims to the extent that the same may be and is severed from such other claims (and such Indemnitee shall consult with the Indemnified Person with respect theretouse its best efforts to obtain such severance), including and (C) in any other case, to be consulted by such Indemnitee and to be allowed, at Lessee's sole expense, to participate therein. Notwithstanding any of the employment foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of counsel reasonably any such judicial or administrative proceedings or compromise any claim if such proceedings or compromise will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, the Aircraft, the Beneficial Interest or any part thereof unless in such an event Lessee shall have posted a bond or other security satisfactory to the Indemnified Person and the payment of expenses; provided that relevant Indemnitees in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the 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 Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding risk. The Indemnitee may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff participate at its own expense and with its own counsel in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect judicial proceeding controlled by Lessee pursuant to the settlement or judgmentpreceding provisions.

Defense of Claims. An Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "Indemnified Person seeking indemnification under this Article IX Party") shall give promptly notify the other party (the "Indemnifying Party") in writing of the claim and, when known, the facts constituting the basis for such claim. The Indemnifying Party may, upon written notice to the Indemnifying Indemnified Party within 30 calendar days of receipt of the facts and circumstances giving rise to notice specified in the claim. In that regardfirst sentence of this paragraph, assume the defense of any such claim if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party acknowledges to the Indemnified Party the Indemnified Party's right to indemnify pursuant hereto in respect of the same in writing, specifying in detail the basis entirety of such claim. If the Indemnifying Party assumes the defense of any such claim, the Indemnifying Party shall select counsel acceptable to the Indemnified Party to conduct the defense of such claim, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Party shall have assumed the defense of any claim and in accordance with this Section 13(b), the facts pertaining theretoIndemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim, without the prior written consent of the Indemnified Party; provided provided, however, that (i) the failure Indemnifying Party shall pay or cause to so notify an be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) the Indemnifying Party shall not relieve be authorized to encumber any of the Indemnifying assets of the Indemnified Party of its obligations hereunder except or to agree to any restriction that would apply to the extent Indemnified Party or to its conduct of business; and (iii) a condition to any such failure settlement shall have harmed be a complete release of the Indemnified Party with respect to such claim which contains no admission of liability on the part of the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such action, with its own counsel and at the expense of the Indemnifying Party. The Indemnified Party shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Party, if it so elects, shall assume and control Party in the defense of such any claim or Proceeding (and shall consult with being defended by the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity Indemnifying Party pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesSection 14(b). If the Indemnifying Party elects to does not assume and control the defense of a Proceedingany claim resulting therefrom in accordance with the terms of this Section 13(b), it will provide notice thereof within thirty (30) days after the Indemnified Person has given Party may defend against such claim in such manner as it may deem appropriate, including settling such claim after giving notice of the matter and if same to the Indemnifying Party, on such Proceeding is not a Joint Defense Proceeding, terms as the Indemnified Person shall have the right to employ counsel separate from counsel employed by the 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 Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentdeem appropriate.

Defense of Claims. An If a claim for indemnity is to be made by a Purchaser Indemnitee or Seller Indemnitee (an "Indemnified Person") against Seller or Purchaser, as the case may be (the "Indemnifying Person"), the Indemnified Person seeking indemnification under this Article IX shall give written notice to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle Person as soon as practical after the Indemnified Person becomes aware of any fact, condition or event which may give rise to indemnity pursuant to a claim for which indemnification may be sought under this Article IX7. If any lawsuit or enforcement action is filed against an Indemnified Person, written notice thereof shall be given to the Indemnifying Person as promptly as practicable (and in any event within 15 days after the service of the citation or summons). After such notice, if the Indemnifying Person acknowledges in writing to the Indemnified Person that the Indemnifying Person shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action, then the Indemnifying Person shall be entitled, if it so elects to take control of the defense and investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, at the Indemnifying Person's cost, risk and expense, provided that the Indemnifying Person and its counsel shall proceed with diligence and in good faith with respect thereto. The Indemnified Person shall cooperate in all reasonable respects with the Indemnifying Person and such attorneys in the investigation, trial and defenses of such lawsuit or action and any appeal arising therefrom; provided, however, that the Indemnified Person may, at its own cost, participate in the investigation, trial and defense of such lawsuit or action or any appeal arising therefrom. If the Indemnifying Person has acknowledged to the Indemnified Person its obligation to indemnify hereunder, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of not settle such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought lawsuit or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such enforcement action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the prior written consent of the other PartyIndemnifying Person, which consent shall not be unreasonably withheld (it being understood that withheld, and, if the extent to which any Party will be obligated to pay for Damages resulting from Indemnifying Person has not so acknowledged its obligation, the Indemnified Person shall not settle such matter as compared lawsuit or enforcement action without 20 days prior notice to the other Party shall be considered Indemnifying Person. Notwithstanding anything to the contrary contained in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which this Section 7.4, if the Indemnifying Party consents Person fails to respond to any service of citation or a final judgment for the plaintiff in any Proceedingnotice contemplated herein, or to prosecute the defense of which the Indemnifying Party elected to assumesuch action or lawsuit in a diligent manner, the Indemnifying Party shall indemnify the Indemnified Person with respect shall be entitled to notify the Indemnifying Person in writing and take over the defense in such matter and to settle the action or lawsuit following 20 days prior notice to the settlement or judgmentIndemnifying Person both at the expense of the Indemnifying Person.

Defense of Claims. An Indemnified Person seeking (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any Action by any entity that is not a party to this Agreement or an Affiliate of such a party (a "Third Party Claim") against such Indemnitee, with respect to which an Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnitee will give such Indemnifying Party, and the Stockholders' Representative if applicable, reasonably prompt written notice thereof; provided, however, that the failure of the Indemnitee to notify the Indemnifying Party shall only relieve the Indemnifying Party from its obligation to indemnify the Indemnitee pursuant to this Article IX to the extent that the Indemnifying Party is materially prejudiced by such failure (whether as a result of the forfeiture of substantive rights or defenses or otherwise). Upon receipt of notification of a Third Party Claim, the Indemnifying Party shall give be entitled, upon written notice to the Indemnifying Party of Indemnitee, to assume the facts investigation and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult thereof with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought Indemnitee. Whether or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume the investigation and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceedingany Third Party Claim, the Indemnified Person Indemnitee shall have the right to employ separate counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the investigation and defense thereof; provided, but however, that the Indemnitee shall pay the fees and expenses disbursements of such separate counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (ai) the employment thereof of such separate counsel has been specifically authorized in writing by the Indemnifying Party in writing or Party, (bii) the Indemnifying Party has failed to assume the defense and employ of such Third Party Claim within reasonable time after receipt of notice thereof with counsel reasonably satisfactory to such Indemnitee, or (iii) the Indemnified Person. Neither named parties to the Indemnified Person nor proceeding in which such Action has been asserted include both the Indemnifying Party and such Indemnitee and, in the reasonable judgment of counsel to such Indemnitee, there exists one or more defenses that may consent be available to the entry of any judgment Indemnitee that are in conflict with respect those available to the matter or enter into any settlement with respect to Indemnifying Party. Notwithstanding the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assumeforegoing, the Indemnifying Party shall indemnify not be liable for the Indemnified Person fees and disbursements of more than one counsel for all Indemnitees in connection with any one proceeding or any similar or related proceedings arising from the same general allegations or circumstances. Without the prior written consent of the Indemnitee, the Indemnifying Party will not enter into any settlement of any Third Party Claim that would lead to liability or create any financial or other obligation on the part of the Indemnitee unless such settlement includes as an unconditional term thereof the complete and general release of the Indemnitee from all liability in respect of such Third Party Claim. If a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnitee in writing of the Indemnifying Party's willingness to accept the settlement offer and pay the amount called for by such offer without reservation of any rights or defenses against the Indemnitee, the Indemnitee may continue to contest such claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Third Party Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (i) the amount of the settlement offer that the Indemnitee declined to accept plus the Losses of the Indemnitee relating to such Third Party Claim through the date of its rejection of the settlement offer or judgment(ii) the aggregate Losses of the Indemnitee with respect to such claim.

Defense of Claims. An Indemnified Person seeking indemnification Except as otherwise set forth in the last sentence of this Section 8.06, in connection with any claim which may give rise to indemnity under this Article IX shall give written notice to VIII resulting from or arising out of any Action against an Indemnitee by a Person that is not a Party hereto, the Indemnifying Party of the facts and circumstances giving rise may (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice sent at any time to the claim. In relevant Indemnitee, assume the defense of any such Action, to the extent that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person Action relates only to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify monetary damages and the Indemnifying Party of provides assurances, reasonably satisfactory to such Indemnitee, that the same in writing, specifying in detail the basis of Indemnifying Party will be financially able to satisfy such claim and the facts pertaining thereto; provided that the failure to so notify an in full if such Action is decided adversely. The Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except select counsel reasonably acceptable to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control Indemnitee to conduct the defense of such Proceeding (Action, shall take all steps reasonably necessary in the defense or settlement thereof and shall consult with at all times diligently and promptly pursue the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesresolution thereof. If the Indemnifying Party elects to assume and control shall have assumed the defense of a Proceedingany Action in accordance with this Section 8.06, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the 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 Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to a settlement of, or the entry of any judgment with respect arising from, any such Action, to the matter extent that the settlement requires only the payment of monetary damages, includes no injunctive provisions or enter into performance requirements of the Indemnitee and includes no admission of guilt or liability. If the Indemnifying Party has so elected to assume the defense, each Indemnitee shall be entitled to participate in (but not control) the defense of any settlement such action, with respect its own counsel and, except as provided herein, at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Party in the defense of any Action being defended by the Indemnifying Party pursuant to this Article VIII. If the Indemnifying Party does not assume the defense of any Action resulting therefrom in accordance with the terms of this Section 8.06, or the Indemnifying Party does not acknowledge to the matter which judgment Indemnitee the Indemnitee’s right to indemnity pursuant hereto in respect of the entirety of such claim (as such claim may have been modified through written agreement of the parties) or settlement the Indemnifying Party does not release the other Party from all liability provides assurances, reasonably satisfactory to the third party with respect thereto without the consent of the other Partysuch Indemnitee, which consent shall not be unreasonably withheld (it being understood that the extent to which any Indemnifying Party will be obligated financially able to pay for Damages resulting from satisfy such matter claim in full if such Action is decided adversely, such Indemnitee may defend against such Action in such manner as compared to it may deem appropriate at the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry cost of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentParty.

Defense of Claims. An Indemnified Person seeking If a party hereto seeks indemnification under this Article IX Section 8.1, such party (the "Indemnified Party") shall give written notice to the other party (the "Indemnifying Party Party") of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding suit, action, claim, liability or obligation (a "Proceeding") shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person Party to indemnity pursuant to this Article IXSection 8.1, the Indemnified Person Party shall within thirty (30) 30 days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding proceeding (and shall consult with the Indemnified Person Party with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person Party and the payment of expenses; provided provided, however, that in the event any Proceeding proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person Party to full indemnity pursuant to this Article IXSection 8.1, the Indemnified Person Party may elect to participate in the a joint defense of such Proceeding proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares shared equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceedingproceeding, it will provide notice thereof within thirty (30) 30 days after the Indemnified Person Party has given notice of the matter and if such Proceeding proceeding is not a Joint Defense Proceeding, the Indemnified Person Party shall have the right to employ counsel separate from counsel employed by the 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 Person Party shall be at the expense of the Indemnified Person Party unless (ai) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (bii) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Personcounsel. Neither the Indemnified Person nor the The Indemnifying Party may consent to the entry shall not be liable for any settlement of any judgment with respect proceeding, the defense of which it has elected to the matter or enter into any assume, which settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto is effected without the written consent of the other Indemnified Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the written consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceedingproceeding, the defense of which the Indemnifying Party has elected to assume, the Indemnifying Party shall indemnify the Indemnified Person Party with respect to the settlement or judgment. If the Indemnifying Party elects to assume and control the defense or in the event of a Joint Defense Proceeding, the Indemnified Party shall take all reasonable efforts necessary to assist the Indemnifying Party in such defense.

Defense of Claims. An (i) The Purchaser, at its own expense and through counsel chosen by it, may elect to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses; and if it so elects, it shall, within 30 (thirty) Business Days after receiving notice of Claim (or sooner, if the nature of such Claim so requires), notify the Indemnified Person seeking indemnification Party of its intent to do so, and such Indemnified Party shall cooperate fully in the defense, negotiation or settlement of any such Claim. After notice from the Purchaser to the Indemnified Parties of its election to defend against, negotiate, settle or otherwise deal with any such Claim, Purchaser shall not be liable to the Indemnified Parties under this Article IX Agreement for any legal or other expenses subsequently incurred by the Indemnified Parties in connection with the defense, negotiation or settlement thereof; provided, however, that all Indemnified Parties shall give written notice have the right to collectively employ one (and only one) counsel to represent such Indemnified Parties in respect of such Claim hereunder (which counsel shall be reasonably acceptable to the Indemnifying Party Purchaser) if, in the reasonable opinion of counsel to the Indemnified Parties, a conflict of interest between the Indemnified Parties and the Purchaser may exist in respect of such Claim that would make such separate representation advisable, and in that event (x) the reasonable fees and expenses of such separate counsel shall be paid by the Purchaser and (y) each of the facts Purchaser and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person Parties shall have the right to indemnity pursuant direct its own defense in respect of such Claim; provided, further, that the Purchaser shall not be required to this Article IXpay for more than one additional counsel (excluding local counsel) for Indemnified Parties in connection with any Claim hereunder. The parties hereto agree to cooperate fully with each other in connection with any Claims hereunder. If the Purchaser elects not to defend against, negotiate, settle or otherwise deal with such Claim, or fails to notify the Indemnified Person shall Parties of its election within thirty (30) days notify Business Days after request by the Indemnifying Party Indemnified Parties to assume the defense of any such Claim, the same in writing, specifying in detail the basis Indemnified Parties may assume control of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with Claim at Purchaser's expense. Notwithstanding anything in this Section 2.6 to the contrary, neither the Purchaser nor the Indemnified Person with respect thereto)Parties may, including without the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice prior written consent of the matter and if such Proceeding is not a Joint Defense Proceedingother party, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in settle or compromise any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing Claim or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may permit a default or consent to the entry of any judgment with respect unless the claimant and such party provide to the matter or enter into any settlement with respect to the matter which judgment or settlement does not such other party an unqualified written release the other Party from all liability in respect of such Claim, and such settlement or compromise does not materially and adversely impair the ability of the Indemnified Parties to conduct their respective businesses, and does not contain any admission of wrongdoing on the part of any of the Indemnified Parties. Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the applicable third party with respect thereto without claimant, and the consent Purchaser notifies the Indemnified Parties in writing of the other PartyPurchaser's willingness to accept the settlement offer and pay the amount called for by such offer, which consent shall not be unreasonably withheld (it being understood that and the extent Indemnified Parties decline to which any Party will be obligated accept such offer, the Indemnified Parties may continue to pay for Damages resulting from contest such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry Claim, free of any judgment or settlement participation by the Purchaser, and the amount of any ultimate liability with respect to such matter); provided Claim that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there Purchaser has an obligation to pay hereunder shall be a limited to the lesser of (A) the amount of the settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify offer that the Indemnified Person Parties declined to accept plus the Losses of the Indemnified Parties relating to such Claim through the date of its rejection of the settlement offer or (B) the aggregate Losses of the Indemnified Parties with respect to the settlement or judgmentsuch Claim.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice The Lessor agrees to notify the Indemnifying Party Lessee of any claim made against it for which the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall Lessee may be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity liable pursuant to this Article IXSection 16 and, if the Indemnified Person Lessee re- quests, to contest or allow the Lessee to contest such claim. If any Finance Lease Event of Default shall within thirty (30) days notify have occurred and be continuing, no contest shall be required, and any contest which has begun shall not be required to be continued to be pursued, unless arrangements to secure the Indemnifying Party payment of the same in writing, specifying in detail the basis of Lessee's obligations pursuant to this Section 16 hereunder have been made and such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel arrangements are reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding Lessor. The Lessor shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in settle any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto claim without the consent of the other PartyLessee's consent, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry withheld. Defense of any judgment or settlement with respect claim referred to such matter); provided that no settlement of a Joint Defense Proceeding in this Section 16 for which indemnity may be effected without required shall, at the consent option and request of both partiesthe Indemnified Person, be conducted by the Lessee or the Guarantor, as applicable. If there shall be a settlement to which The Lessee or the Indemnifying Party consents or a final judgment for Guarantor, as the plaintiff in any Proceedingcase may be, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify will inform the Indemnified Person of any such claim and of the defense thereof and will provide copies of material documents relating to any such claim or defense to such Indemnified Person upon request. Such Indemnified Person may participate in any such defense at its own expense provided such participation does not interfere with respect the Lessee's or the Guarantor's assertion of such claim or defense. The Lessee and the Guarantor agree that no Indemnified Person will be liable to the settlement Lessee or judgmentthe Guarantor, as applicable, for any claim caused directly or indirectly by the inadequacy of any Vehicle for any purpose or any deficiency or defect therein or the use or maintenance thereof or any repairs, servicing or adjustments thereto or any delay in providing or failure to provide such repairs, servicing or adjustments or any interruption or loss of service or use thereof or any loss of business, all of which shall be the risk and responsibility of the Lessee or the Guarantor. The rights and indemnities of each Indemnified Person hereunder are expressly made for the benefit of, and will be enforceable by, each Indemnified Person notwithstanding the fact that such Indemnified Person is either no longer a party to (or entitled to receive the benefits of) this Agreement, or was not a party to (or entitled to receive the benefits of) this Agreement at its outset. Except as otherwise set forth herein, nothing herein shall be deemed to require the Lessee or the Guarantor to indemnify the Lessor for any of the Lessor's acts or omissions which constitute gross negligence or willful misconduct. This general indemnity shall not affect any claims of the type discussed above which the Lessee or the Guarantor may have against the Manufacturer.

Defense of Claims. An Indemnified Person Any Excalibur Indemnitee or GRMG Indemnitee (the "INDEMNIFIED PARTY") seeking indemnification under this Article IX Agreement shall give written notice to the Indemnifying party obligated to provide indemnification to such Indemnified Party of (the "INDEMNITOR") a notice (a "CLAIM NOTICE") describing in reasonable detail the facts and circumstances giving rise to any claim for indemnification hereunder promptly upon learning of the existence of such claim. In that regardUpon receipt by the Indemnitor of a Claim Notice from an Indemnified Party with respect to any claim of a third party, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall Indemnitor may assume and control the defense of such Proceeding (and shall consult thereof with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person Party and, in such event, shall agree to pay and otherwise discharge with the Indemnitor's own assets all judgments, deficiencies, damages, settlements, liabilities, losses, costs and legal and other expenses related thereto; and the payment of expenses; provided that Indemnified Party shall cooperate in the event any Proceeding defense or prosecution thereof and shall be brought or asserted by any third party whichfurnish such records, if adversely determinedinformation and testimony and attend all such conferences, would not entitle the Indemnified Person to full indemnity pursuant to this Article IXdiscovery proceedings, the Indemnified Person hearings, trials and appeals as may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesrequested in connection therewith. If the Indemnifying Party elects to Indemnitor does not assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) ten days after of its receipt of the Claim Notice, the Indemnitor shall similarly cooperate with the Indemnified Person has given notice of the matter and if Party in such Proceeding is not a Joint Defense Proceeding, the defense or prosecution. The Indemnified Person Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereofor prosecution of any lawsuit with respect to which the Indemnitor has assumed the defense and to employ its own counsel therein, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person Party unless (ai) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ Indemnitor shall not have promptly employed counsel reasonably satisfactory to such Indemnified Party to take charge of the defense of such action, (ii) such Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry shall have reasonably concluded that there exists a significant conflict of any judgment interest with respect to the matter conduct of such Indemnified Party's defense by the Indemnitor, or enter into any settlement with respect (iii) the Indemnitor fails to provide reasonable insurance to the matter which judgment or settlement does not release the other Indemnified Party from all liability of its financial capacity to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from defend such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement action and provide indemnification with respect to such matter); provided that no settlement action, in any of a Joint Defense Proceeding may be effected without the consent of both parties. If there which events such reasonable fees and expenses shall be a settlement borne by the Indemnitor and the Indemnitor shall not have the right to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, direct the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify any such action on behalf of the Indemnified Party. The Indemnitor shall have the right, in its sole discretion, to settle any claim (a) which is solely for monetary damages for which indemnification has been sought and is available hereunder, and (b) where there is no finding or admission of any violation of any legal requirements or any violation of the rights of any Person with respect and no effect on any other claims that may be made against the indemnified party, provided that the Indemnitor shall not agree to the settlement of any claim which constitutes the subject of a Claim Notice which settlement in the reasonable opinion of the Indemnified Party would have a material adverse continuing effect on the business of the Indemnified Party without the prior written consent of the Indemnified Party. The Indemnified Party shall give written notice to the Indemnitor of any proposed settlement of any suit, which settlement the Indemnitor may, if it shall have assumed the defense of the suit, reject in its reasonable judgment within 10 days of receipt of such notice. Notwithstanding the foregoing the Indemnified Party shall have the right to pay or judgmentsettle any suit for which indemnification has been sought and is available hereunder, provided that, if the defense of such claim shall have been assumed by the Indemnitor, the Indemnified Party shall automatically be deemed to have waived any right to indemnification hereunder.

Defense of Claims. An Indemnified Person seeking In connection with any claim for which indemnification has been sought under this Article IX shall give X resulting from or arising out of any claim or Proceeding against an Indemnitee by a Person that is not a party hereto (a “Third Party Claim”), the Indemnifying Party may assume the defense of any such claim or Proceeding (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee. If the Indemnifying Party Parties shall have assumed the defense of any claim or Proceeding in accordance with this Section 10.4, the Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, without the prior written consent of such Indemnitee; provided, however, that the Indemnifying Parties shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof (less any unapplied portion of the facts Minimum Amount and circumstances giving rise up to the Maximum Amount); provided, further, that the Indemnifying Parties shall not be authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that would apply to any Indemnitee or to its conduct of business; and provided, further, that a condition to any such settlement shall be a complete and full release with prejudice of such Indemnitee and its Affiliates, officers, employees, consultants and agents with respect to such claim. In that regard, if any Proceeding Each Indemnitee shall be brought entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Parties in the defense of any claim or asserted Proceeding being defended by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity Indemnifying Parties pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party Section 10.4. The assumption of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify any defense hereunder by an Indemnifying Party shall not relieve be deemed an admission of responsibility for the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesunderlying claim. If the Indemnifying Party elects to Parties do not assume and control the defense of any claim or Proceeding resulting therefrom in accordance with the terms of this Section 10.4, such Indemnitee must defend against such claim or Proceeding. The Indemnitee shall not pay, or permit to be paid, any part of the Third Party Claim unless the Indemnifying Parties consent in writing to such payment or unless a Proceedingfinal judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for such Third Party Claim. If the Indemnitee assumes the defense of any such claims or proceeding in accordance with this section and proposes to settle such claims or proceedings prior to a final judgment thereon or to forego any appeal with respect thereto, it will provide then the Indemnitee shall give the Indemnifying Party prompt written notice thereof within thirty (30) days after and the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person Indemnifying Party shall have the right to employ counsel separate from counsel employed by the 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 Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing settlement or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, reassume the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement such claims or judgmentproceeding.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice The Lessor agrees to the Indemnifying Party notify any relevant Lessee of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall claim made against it for which such Lessee may be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity liable pursuant to this Article IXSection 16 and, if such Lessee requests, to contest or allow such Lessee to contest such claim. If any AESOP I Operating Lease Event of Default shall have occurred and be continuing, no contest shall be required, and any contest which has begun shall not be required to be continued to be pursued, unless arrangements to secure the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis payment of such claim Lessee's obligations pursuant to this Section 16 hereunder have been made and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel arrangements are reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding Lessor. The Lessor shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in settle any such action and to participate in the defense thereof, but the fees and expenses of claim without such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other PartyLessee's consent, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry withheld. Defense of any judgment or settlement with respect claim referred to such matter); provided that no settlement of a Joint Defense Proceeding in this Section 16 for which indemnity may be effected without required shall, at the consent option and request of both partiesthe Indemnified Person, be conducted by the relevant Lessee or the Guarantor, as applicable. If there shall be a settlement to which Such Lessee or the Indemnifying Party consents or a final judgment for Guarantor, as the plaintiff in any Proceedingcase may be, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify will inform the Indemnified Person of any such claim and of the defense thereof and will provide copies of material documents relating to any such claim or defense to such Indemnified Person upon request. Such Indemnified Person may participate in any such defense at its own expense provided such participation does not interfere with respect such Lessee's or the Guarantor's assertion of such claim or defense. Each Lessee and the Guarantor agrees that no Indemnified Person will be liable to such Lessee or the settlement Guarantor, as applicable, for any claim caused directly or judgmentindirectly by the inadequacy of any Vehicle leased by such Lessee for any purpose or any deficiency or defect therein or the use or maintenance thereof or any repairs, servicing or adjustments thereto or any delay in providing or failure to provide such repairs, servicing or adjustments or any interruption or loss of service or use thereof or any loss of business, all of which shall be the risk and responsibility of such Lessee or the Guarantor. The rights and indemnities of each Indemnified Person hereunder are expressly made for the benefit of, and will be enforceable by, each Indemnified Person notwithstanding the fact that such Indemnified Person is either no longer a party to (or entitled to receive the benefits of) this Agreement, or was not a party to (or entitled to receive the benefits of) this Agreement at its outset. Except as otherwise set forth herein, nothing herein shall be deemed to require any Lessee or the Guarantor to indemnify the Lessor for any of the Lessor's acts or omissions which constitute gross negligence or willful misconduct. This general indemnity shall not affect any claims of the type discussed above which any Lessee or the Guarantor may have against the Manufacturer.

Defense of Claims. An Indemnified Person seeking indemnification under Within ten (10) business days of receipt by a Party of any claim asserted by any third party, or any action commenced by any third party involving any claim, liability or obligation within the scope of any of the indemnifications required to be provided pursuant to Section 21 or Section 22 hereof by one of the Parties to this Article IX Agreement, the Party receiving such claim shall give written notice thereof to the Indemnifying other Party, and the Party of required to make indemnification hereunder (the facts and circumstances giving rise to the claim. In that regard, if any Proceeding “Indemnitor”) shall be brought defend or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of otherwise protect such claim at its own cost and the facts pertaining theretoexpense and with counsel of its own choice, and shall pay any judgments rendered; provided provided, however, that the failure to so notify an Indemnifying other Party shall not relieve (the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person “Indemnitee”) may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereofwith counsel of its own choice, but the fees and expenses of such which counsel employed shall be paid by the Indemnified Person shall be at the expense of the Indemnified Person Indemnitee unless (a) the employment thereof Indemnitor has been specifically authorized by the Indemnifying Party in writing or agreed to pay such fees and expenses, (b) the Indemnifying Party Indemnitor has failed to assume the defense of such action, or (c) the named parties to any such action (including any impleaded parties) include both the Indemnitee and employ Indemnitor and either the Indemnitor or the Indemnitee has been advised by counsel reasonably satisfactory in writing that there will be one or more legal defenses available to it that are different from or additional to those available to the Indemnified Personother Party (in which case, if the Indemnitee informs the Indemnitor in writing that it elects to employ separate counsel at the expense of the Indemnitor, the Indemnitor shall not have the right to assume the defense of such action on behalf of the Indemnitee, it being understood, however, that the Indemnitor shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one firm of attorneys at any time for the Indemnitee, which firm shall be designated in writing by the Indemnitee). Neither In the Indemnified Person nor event that the Indemnifying Party may consent Indemnitor shall fail to notify the entry of Indemnitee that the Indemnitor will defend any judgment such suit, proceeding, claim or demand, within ten (10) calendar days after the notice thereof has been given to it, the Indemnitee shall have the right to defend the same and to obtain payment from the Indemnitor for its reasonable costs and expenses (including attorney's fees) in connection therewith, and for any judgments recovered against it or settlements made by the Indemnitee; provided that, the Indemnitor shall have no indemnification obligations with respect to any suit, proceeding, claim or demand that is settled by the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto Indemnitee without the prior written consent of the other Party, Indemnitor (which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matterdelayed); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgment.

Defense of Claims. An Indemnified Person seeking If a party hereto seeks indemnification under this Article IX Section 7, such party (the “Indemnified Party”) shall give written notice (“Notice of Loss”) to the other party (the “Indemnifying Party Party”) of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding suit, action, claim, liability or obligation (a “Proceeding”) shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person Party to indemnity pursuant to this Article IXSection 7, the Indemnified Person Party shall within thirty (30) 30 days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided provided, that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person Party with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person Party and the payment of expenses; provided provided, however, that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person Party to full indemnity pursuant to this Article IXSection 7, the Indemnified Person Party may elect to participate in the a joint defense of such Proceeding (a "“Joint Defense Proceeding"”) for which the expenses of such joint defense will be shares shared equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) 30 days after the Indemnified Person Party has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person Party shall have the right to employ counsel separate from counsel employed by the 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 Person Party shall be at the expense of the Indemnified Person Party unless (ai) the employment thereof has been specifically authorized by the Indemnifying Party in writing writing, or (bii) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Personcounsel. Neither the Indemnified Person nor the The Indemnifying Party may consent to the entry shall not be liable for any settlement of any judgment with respect Proceeding, the defense of which it has elected to the matter or enter into any assume, which settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto is effected without the written consent of the other Indemnifying Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the written consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party has elected to assume, the Indemnifying Party shall indemnify the Indemnified Person Party with respect to the settlement or judgment. If the Indemnifying Party elects to assume and control the defense or in the event of a Joint Defense Proceeding, the Indemnified Party shall take all reasonable efforts necessary to assist the Indemnifying Party in such defense.

Defense of Claims. An Indemnified Person seeking No right to indemnification under this Article IX Section 15 shall give written notice be available to any of Buyer's Indemnitee or Seller's Indemnitee (the "Indemnified Party") unless such Indemnified Party shall have given to the Indemnifying party obliged to provide indemnification of such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claim for indemnification hereunder promptly after receipt of knowledge by officers or management personnel of the Indemnified Party of the facts and circumstances giving rise upon which such claim is based; provided, however, that the failure of any Indemnified Party to so notify the Indemnitor shall not relieve the Indemnitor from any indemnification liability it may have except to the claim. In extent that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify the Indemnitor materially prejudices the Indemnitor's ability to defend against such claim. Upon receipt by the Indemnitor of the Claim Notice from an Indemnifying Indemnified Party shall not relieve the Indemnifying Party with respect to any claim of its obligations hereunder except to the extent a third party, such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall Indemnitor may assume and control the defense of such Proceeding (and shall consult thereof with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person Party, and the payment of expenses; provided that Indemnified Party shall cooperate in the event any Proceeding defense or prosecution thereof and shall be brought or asserted by any third party whichfurnish such records, if adversely determinedinformation and testimony and attend all such conferences, would not entitle the Indemnified Person to full indemnity pursuant to this Article IXdiscovery proceedings, the Indemnified Person hearings, trials and appeals as may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesrequested in connection therewith. If the Indemnifying The Indemnified Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ its own counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereofcase, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person Party unless (ai) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ Indemnitor shall not have promptly employed counsel reasonably satisfactory to such Indemnified Party to take charge of the defense of such action or (ii) such Indemnified Person. Neither the Party shall have reasonably concluded that there may be one or more legal defenses available to it, or to any other Indemnified Person nor the Indemnifying Party may consent who has submitted a Claim Notice to the entry Indemnitor, which are different from or additional to those available to the Indemnitor, in either of any judgment which events such fees and expenses shall be borne by the Indemnitor (but in no event shall the Indemnitor be required to pay the fees and expenses of more than one counsel employed by more than one Indemnified Party with respect to any claim) and the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent Indemnitor shall not be unreasonably withheld (it being understood that have the extent right to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, direct the defense of which any such action on behalf of the Indemnifying Party elected to assume, the Indemnifying Indemnified Party. The Indemnified Party shall indemnify the Indemnified Person with respect give written notice to the Indemnitor of any proposed settlement or judgmentof any claim, which settlement the Indemnitor may reject in its reasonable judgment within ten (10) days of receipt of such notice. The Indemnitor shall have the right, in its sole discretion, to settle any claim for monetary damages for which indemnification has been sought and is available hereunder.

Defense of Claims. An Indemnified Person seeking Whenever any Claim shall arise for indemnification under this Article IX hereunder, the party entitled to indemnification (the “Indemnitee”) shall give written notice notify the indemnifying party (the “Indemnitor”) in writing within 30 days after the Indemnitee has actual knowledge that it is entitled to indemnification of such Claim constituting the basis for such Claim (the “Notice of Claim”). The Notice of Claim shall specify all facts known to the Indemnifying Party of the facts and circumstances Indemnitee giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such indemnification claim and the amount or an estimate of the amount of the liability arising therefrom. If the facts pertaining theretogiving rise to any such indemnification shall involve any actual, threatened or possible claim or demand by any person against the Indemnitee, the Indemnitor shall be entitled (without prejudice to the right of the Indemnitee to participate at its expense through co-counsel of its own choosing) to contest or defend such claim at Indemnitor's expense and through counsel of Indemnitor's own choosing if Indemnitor gives written notice of Indemnitor's intention to do so to the Indemnitee within 10 days after receipt of the Notice of Claim; provided that the failure to so notify an Indemnifying Party Indemnitor diligently prosecutes or defends such claim. The Indemnitee shall not relieve settle any claim that would give rise to liability on the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice part of the matter and if such Proceeding is not a Joint Defense Proceeding, Indemnitor under the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party indemnity contained in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto this Section without the written consent of the other PartyIndemnitor, which consent shall not unreasonably be unreasonably withheld (it being understood withheld. If a firm offer is made to settle a claim or litigation defended by the Indemnitee and the Indemnitor refuses to accept such offer within 20 days after receipt of written notice from the Indemnitee of the terms of such offer, then, in such event, the Indemnitee shall continue to contest or defend such claim and shall be indemnified pursuant to the terms hereof. Provided, however, that in the event the Indemnitor refuses to accept such offer to settle a claim as described above and the Indemnitee continues to contest or defend such claim, the indemnification provided for herein shall be deemed to include the value of management’s time spent in connection with the defense of such claim. If a firm offer is made to settle a claim or litigation and the Indemnitor notifies the Indemnitee in writing that the extent Indemnitor desires to which any Party will be obligated accept and agree to pay for Damages resulting from such matter as compared settlement, but the Indemnitee elects not to accept or agree to it, the other Party shall be considered Indemnitee may continue to contest or defend such claim or litigation and. in determining whether it is reasonable for such Party event, the total maximum liability of the Indemnitor to withhold its consent from indemnify or otherwise reimburse the entry of any judgment or settlement Indemnitee hereunder with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there claim or litigation shall be a limited to and shall not exceed the amount of such settlement offer, plus reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) to which the Indemnifying Party consents date of notice that the Indemnitor desires to accept such settlement. Notwithstanding any provision of this Agreement to the contrary, (i) the Buyer’s maximum liability for indemnification shall not exceed the total of the Merger Consideration and the maximum Earn-Out Payment, and (ii) each individual Member's maximum liability for indemnification shall not exceed an amount equal to the number of shares issued to such Member at the Closing multiplied by the value per each issued share obtained by dividing the non-contingent Merger Consideration by the total number of BBLU Shares issued at Closing. Notwithstanding any provision of this Agreement to the contrary, no claim for indemnification pursuant to this Section 6 by the Indemnitee shall be asserted or a final judgment claimed except for the plaintiff amount of such Claim in any Proceedingexcess of the aggregate, the defense sum of which $25,000 (the Indemnifying Party elected to assume“Members’ Basket”). Any Loss suffered by Buyer for payment of any insurance deductible in connection with any proceedings shall be excluded from the Members’ Basket. All claims for indemnification against the Members shall be satisfied by the Members severally and not jointly, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement at their option, either in cash or judgmentin BBLU Shares at their then Market Price.

Defense of Claims. An Each Indemnified Person seeking indemnification under this Article IX shall give written notice Party agrees to the Indemnifying Party notify Hertz of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall claim made against it for which Hertz may be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity liable pursuant to this Article IXAgreement and, the Indemnified Person if Hertz requests, to contest or allow Hertz to contest such claim. If any Operating Lease Event of Default shall within thirty (30) days notify the Indemnifying Party of the same in writinghave occurred and be continuing, specifying in detail the basis of such claim no contest shall be required, and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party any contest which has begun shall not relieve be required to be continued to be pursued, unless arrangements to secure the Indemnifying Party payment of its Hertz’s obligations hereunder except pursuant to the extent Leases and to this Agreement have been made and such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel arrangements are reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person Parties. Hertz may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in settle any such action and to participate in claim with the defense thereof, but the fees and expenses of such counsel employed by the related Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party’s consent, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party withheld. Hertz will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify inform the Indemnified Person of any such claim and of the defense thereof and will provide copies of material documents relating to any such claim or defense to such Indemnified Person upon request. Such Indemnified Person may participate in any such defense at its own expense provided such participation does not interfere with respect Hertz’s assertion of such claim or defense. Hertz agrees that no Indemnified Person will be liable to Hertz for any claim caused directly or indirectly by the settlement inadequacy of any Vehicle leased by Hertz for any purpose or judgmentany deficiency or defect therein or the use or maintenance thereof or any repairs, servicing or adjustments thereto or any delay in providing or failure to provide such repairs, servicing or adjustments or any interruption or loss of service or use thereof or any loss of business, all of which shall be the risk and responsibility of Hertz. The rights and indemnities of each Indemnified Person hereunder are expressly made for the benefit of, and will be enforceable by, each Indemnified Person notwithstanding the fact that such Indemnified Person is either no longer a party to (or entitled to receive the benefits of) this Agreement, or was not a party to (or entitled to receive the benefits of) this Agreement at its outset. Except as otherwise set forth herein, nothing herein shall be deemed to require Hertz to indemnify either Lessor for any of such Lessor’s acts or omissions which constitute gross negligence or willful misconduct. This general indemnity shall not affect any claims of the type discussed above which Hertz may have against the Manufacturer.

Defense of Claims. An Indemnified Person seeking indemnification In connection with any claim which may give rise to indemnity under this Article IX shall give written notice to resulting from or arising out of any claim or Proceeding against an Indemnitee by a Person that is not a party hereto, the Indemnifying Party of the facts and circumstances giving rise may (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice sent at any time to the claim. In that regardrelevant Indemnitee, assume the defense of any such claim or Proceeding if any the Indemnifying Party with respect to such claim or Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle acknowledges to the Indemnified Person Indemnitee the Indemnitee’s right to indemnity pursuant hereto in respect of the entirety of such claim (as such claim may have been modified through written agreement of the parties or arbitration hereunder) and provide assurances, reasonably satisfactory to this Article IXsuch Indemnitee, the Indemnified Person shall within thirty (30) days notify that the Indemnifying Party of the same in writing, specifying in detail the basis of will be financially able to satisfy such claim and the facts pertaining thereto; provided that the failure to so notify an in full if such claim or Proceeding is decided adversely. The Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except select counsel reasonably acceptable to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control Indemnitee to conduct the defense of such Proceeding (claim or Proceeding, shall take all steps reasonably necessary in the defense or settlement thereof and shall consult with at all times diligently and promptly pursue the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesresolution thereof. If the Indemnifying Party elects to assume and control shall have assumed the defense of a Proceedingany claim or Proceeding in accordance with this Section 9.6, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in shall not (without the defense thereof, but the fees and expenses written consent of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (aeach Indemnitee) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, unless such settlement or order shall provide for the unconditional release of all Indemnitees. If the Indemnifying Party has so elected to assume the defense, each Indemnitee shall be entitled to participate in (but not control) the defense of any such action, with respect its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Representatives to, cooperate fully with the Indemnifying Party in the defense of any claim or Proceeding being defended by the Indemnifying Party pursuant to this Section 9.6. If the matter or enter into any settlement with respect to the matter which judgment or settlement Indemnifying Party does not release assume the other Party from all liability to defense of any claim or Proceeding resulting therefrom in accordance with the third party with respect thereto terms of this Section 9.6, such Indemnitee may defend against such claim or Proceeding in such manner as it may deem appropriate, provided that the Indemnitee may not settle such claim or Proceeding without the written consent of the other Party, Indemnifying Party (which consent shall not be unreasonably withheld (it being understood or delayed), and provided further that the extent to which any Indemnifying Party will shall be obligated to pay for Damages resulting from such matter Indemnitee’s attorneys’ fees and costs promptly as compared to the other Party shall be considered they are incurred in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement such claim or judgmentProceeding.

Defense of Claims. An Indemnified (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any suit, action or proceeding made or brought by any Person seeking who is not a Party to this Agreement or an Affiliate of a Party to this Agreement (a "Third-Party Claim") with respect to which indemnification under this Article IX is to be sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in no event later than twenty (20) Business Days after the Indemnitee's receipt of notice of such Third-Party Claim. Such notice shall describe the nature of the Third-Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be incurred by the Indemnitee. The Indemnifying Party shall have the right to participate in or, by giving written notice to the Indemnitee, to elect to assume the defense of any Third-Party Claim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel; provided that the counsel for the Indemnifying Party who shall conduct the defense of such Third-Party Claim shall be reasonably satisfactory to the Indemnitee. The Indemnitee shall cooperate in good faith in such defense at such Indemnitee's own expense. If an Indemnifying Party elects to assume the defense of any Third-Party Claim, the Indemnitee shall (i) cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (ii) not admit any liability with respect to, or settle, compromise or discharge, any Third-Party Claim without the Indemnifying Party's prior written consent and (iii) agree to any settlement, compromise or discharge of a Third-Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third-Party Claim and unconditionally releases the Indemnitee completely in connection with such Third-Party Claim. In the event that the Indemnifying Party shall assume the defense of any Third-Party Claim, the Indemnitee shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not assume the defense of any such Third-Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriate, including settling, compromising or discharging such claim or litigation after giving notice to the Indemnifying Party of the facts terms of the proposed settlement, compromise or discharge and circumstances giving rise the Indemnifying Party will promptly reimburse the Indemnitee upon written request. Anything contained in this Agreement to the claim. In that regardcontrary notwithstanding, if any Proceeding no Indemnifying Party shall be brought entitled to assume the defense of any Third-Party Claim if such Third-Party Claim seeks an order, injunction or asserted by any third party other equitable relief or relief for other than monetary damages against the Indemnitee which, if adversely determinedsuccessful, would entitle materially adversely affect the Indemnified Person business of the Indemnitee; provided that such Indemnifying Party shall continue to indemnity be obligated to such Indemnitee pursuant to this Article IXIX for all Indemnifiable Losses relating to, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis resulting from or arising out of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Third-Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the 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 Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentClaim.

Defense of Claims. An Indemnified Person seeking indemnification In connection with any claim that may give rise to indemnity under this Article IX resulting from or arising out of any claim or Proceeding against an Indemnitee by a Person that is not a party hereto, the Indemnifying Party may but shall give not be obligated to (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or Proceeding if the Indemnifying Party of the facts and circumstances giving rise with respect to such claim or Proceeding acknowledges to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle Indemnitee the Indemnified Person Indemnitee's right to indemnity pursuant hereto to this Article IXthe extent provided herein and provides assurances, the Indemnified Person shall within thirty (30) days notify reasonably satisfactory to such Indemnitee, that the Indemnifying Party of the same in writing, specifying in detail the basis of will be financially able to satisfy such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent provided herein if such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such claim or Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesis decided adversely. If the Indemnifying Party elects to assume and control assumes the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if any such Proceeding is not a Joint Defense claim or Proceeding, the Indemnified Person Indemnifying Party shall have select counsel reasonably acceptable to such Indemnitee to conduct the right to employ counsel separate from counsel employed by defense of such claim or Proceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Party in any such action and to participate in shall have assumed the defense thereofof any claim or Proceeding in accordance with this Section 9.04, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed shall be authorized to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to a settlement of, or the entry of any judgment with respect arising from, any such claim or Proceeding, without the prior written consent of such Indemnitee; PROVIDED, HOWEVER, that the Indemnifying Party shall, subject to the matter provisions of Section 9.01, pay or enter into any cause to be paid all amounts arising out of such settlement or judgment concurrently with respect to the matter which judgment or settlement does not release effectiveness thereof; PROVIDED FURTHER, that the other Indemnifying Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that the extent would apply to which any Party will be obligated Indemnitee or to pay for Damages resulting from its conduct of business; and PROVIDED FURTHER, that a condition to any such matter as compared to the other Party settlement shall be considered in determining whether it is reasonable for a complete release of such Party to withhold Indemnitee and its consent from the entry of any judgment or settlement Affiliates, directors, officers, employees and agents with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both partiesclaim, including any reasonably foreseeable collateral consequences thereof. If there Such Indemnitee shall be a settlement entitled to which participate in (but not control) the defense of any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, directors, officers, employees and agents to, cooperate fully with the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which any claim or Proceeding being defended by the Indemnifying Party elected pursuant to assumethis Section 9.04. If the Indemnifying Party does not assume the defense of any claim or Proceeding resulting therefrom in accordance with the terms of this Section 9.04, such Indemnitee may defend against such claim or Proceeding in such manner as it may deem appropriate, including settling such claim or Proceeding after giving notice of the same to the Indemnifying Party, on such terms as such Indemnitee may deem appropriate. If the Indemnifying Party is ultimately adjudged liable and seeks to question the manner in which such Indemnitee defended such claim or Proceeding or the amount of or nature of any such settlement, the Indemnifying Party shall indemnify have the Indemnified Person with respect burden to prove by a preponderance of the settlement evidence that such Indemnitee did not defend such claim or judgmentProceeding in a reasonably prudent manner.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an The Indemnifying Party shall not relieve have twenty (20) calendar days after receipt of the Indemnifying Party of Litigation Notice to notify the Claimant that it acknowledges its obligations hereunder except obligation to indemnify and hold harmless the Claimant with respect to the extent such failure shall have harmed Indemnity Loss set forth in the Indemnifying Party. The Indemnifying Party, if Litigation Notice and that it so elects, shall assume elects to conduct and control the defense of such Proceeding (and shall consult with the Indemnified Person any legal or administrative action or suit with respect theretoto an identifiable claim (the “Election Notice”), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control gives a Disagreement Notice or does not give the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceedingforegoing Election Notice, the Indemnified Person Claimant shall have the right to employ defend, contest, settle or compromise such action or suit in the exercise of its sole discretion; provided, however, that the right of the Claimant to indemnification hereunder shall not be conclusively established thereby. If the Indemnifying Party gives the foregoing Election Notice and provides information satisfactory to the Claimant in its sole discretion confirming the Indemnifying Party’s financial capacity to defend such Indemnity Loss and provide indemnification with respect to such Indemnity Loss, the Indemnifying Party shall have the right to undertake, conduct and control, through counsel separate from counsel employed by satisfactory to the Claimant and at the Indemnifying Party’s sole expense, the conduct and PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED, MARKED WITH “[*]” AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXECUTION VERSION settlement of such action or suit, and the Claimant shall cooperate with the Indemnifying Party in connection therewith; provided, however, that (a) the Indemnifying Party shall not thereby consent to the imposition of any such action and injunction against the Claimant without the prior written consent of the Claimant, (b) the Indemnifying Party shall permit the Claimant to participate in such conduct or settlement through legal counsel chosen by the defense thereofClaimant, but the fees and expenses of such legal counsel employed shall be borne by the Indemnified Person Claimant, except as provided in clause (c) below, (c) upon a final determination of such action or suit, the Indemnifying Party shall be at promptly reimburse the expense Claimant, to the extent required under this Article VI, for the full amount of any Indemnity Loss incurred by the Claimant, except fees and expenses of legal counsel that the Claimant incurred after the assumption of the Indemnified Person unless (a) the employment thereof has been specifically authorized conduct and control of such action or suit by the Indemnifying Party in writing good faith and (d) the Claimant shall have the right to pay or (b) settle any such action or suit; provided, however, that in the event of such payment or settlement, the Claimant shall waive any right to indemnity therefor by the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with no amount in respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party thereof shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentclaimed as an Indemnity Loss under this Article VI.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an The Indemnifying Party shall not relieve have 30 business days after receipt of the Indemnifying Party of Litigation Notice to notify the Claimant that it acknowledges its obligations hereunder except obligation to indemnify and hold harmless the Claimant with respect to the extent such failure shall have harmed Indemnity Loss set forth in the Indemnifying Party. The Indemnifying Party, if Litigation Notice and that it so elects, shall assume elects to conduct and control the defense of such Proceeding (and shall consult with the Indemnified Person any legal or administrative action or suit with respect theretoto an indemnifiable claim (the "Election Notice"), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects fails to assume and control give a Disagreement Notice or does not give the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceedingforegoing Election Notice, the Indemnified Person Claimant shall have the right to employ defend, contest, settle, or compromise such action or suit in the exercise of its exclusive discretion. If the Indemnifying Party gives the foregoing Election Notice, the Indemnifying Party shall have the right to undertake, conduct, and control, through counsel separate from counsel employed by of its own choosing and at its sole expense, the conduct and settlement of such action or suit, and the Claimant shall cooperate with the Indemnifying Party in connection therewith; provided, however, that (a) the Indemnifying Party shall not thereby consent to the imposition of any such injunction against the Claimant, or pay or settle any action and or suit that affects the Claimant, any Seller or any Buyer, without the written consent of the Claimant which consent shall not be unreasonably withheld; (b) the Indemnifying Party shall permit the Claimant to participate in such conduct or settlement through counsel chosen by the defense thereofClaimant, but the fees and expenses of such counsel employed shall be borne by the Indemnified Person Claimant except as provided in clause (c) below; (c) upon a final determination of such action or suit, the Claimant, to the extent required under and in accordance with this Article XII, shall be at paid for the expense full amount of any Indemnity Loss incurred by the Claimant except for fees and expenses of counsel that the Claimant incurred after the assumption of the Indemnified Person unless (a) the employment thereof has been specifically authorized conduct and control of such action or suit by the Indemnifying Party in writing good faith; and (d) the Claimant shall have the right to pay or (b) settle any such action or suit, provided that in such event the Claimant shall waive any right to indemnity therefor by the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with no amount in respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party thereof shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentclaimed as an Indemnity Loss under this Article XII.

Defense of Claims. An Indemnified Person seeking Any Party making a claim for indemnification under this Article IX Section 7.2 (an “Indemnitee”) shall give notify the indemnifying Party (an “Indemnitor”) of the claim in writing and, if by a third party, promptly after receiving written notice to the Indemnifying Party of the facts and circumstances giving rise to any action, lawsuit, proceeding, investigation or other claim against it; and, in all events, describing the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty amount thereof (30) days notify the Indemnifying Party of the same in writingif known and quantifiable), specifying in detail and the basis of such claim and the facts pertaining theretothereof; provided that the failure to so notify an Indemnifying Party Indemnitor shall not relieve the Indemnifying Party Indemnitor of its obligations hereunder except to the extent that (and only to the extent that) such failure shall have harmed caused the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") damages for which the expenses of Indemnitor is obligated to be greater than such joint defense will be shares equally by damages would have been had the Indemnitee given the Indemnitor prompt notice hereunder. Any Indemnitor shall defend such parties action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and (subject to the employment of counsel limitations set forth below) shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the 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 Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ thereof by appointing an AV rated counsel experienced in the subject matter of such claim reasonably satisfactory acceptable to the Indemnified Person. Neither Indemnitee (and in connection therewith, if the Indemnified Person nor action, lawsuit, proceeding, investigation or other claim involves Intellectual Property issues, then the Indemnifying Party may consent parties shall select, unless they are both unavailable, one of: Xxxx Xxxxxxxxx, now of Xxxxxx Xxxx and Xxxxxxxx LLP, or Xxxxx Xxxxx now of Xxxxxxxx & Xxxxx LLP) to be the lead counsel in connection with such defense; provided further that, as a prior condition to the entry Indemnitor assuming control of such defense, the Indemnitor must: (x) verify to the Indemnitee in writing that such Indemnitor shall be fully responsible (with no reservation of any judgment with respect rights) for all Losses relating to such claim for indemnification and that it is and will provide full indemnification (whether or not otherwise required hereunder) to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement Indemnitee with respect to such matter); provided action, lawsuit, proceeding, investigation or other claim giving rise to such claim for indemnification hereunder and (y) confirm that no settlement it agrees that it unconditionally guarantees the payment and performance of a Joint Defense Proceeding any liability or obligation which may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person arise with respect to the settlement such action, lawsuit, proceeding or judgment.investigation; and provided further, that:

Defense of Claims. An Indemnified Person seeking The Company shall have the right to defend the Indemnitee in any Proceeding (except a Proceeding brought by the Indemnitee under Section 6.3 of this Agreement) which may give rise to indemnification hereunder; provided, however, that the Company shall notify the Indemnitee of any such decision to defend within 15 calendar days following receipt of notice of any such Proceeding under this Article IX shall give written notice Section 3.1 above. Notwithstanding the foregoing sentence, if in a Proceeding to which the Indemnifying Party Indemnitee is a party by reason of the facts and circumstances giving rise Indemnitee’s Corporate Status, (a) the Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld, that he or she may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with other defendants in such Proceeding, (b) the claim. In Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld, that regard, if any Proceeding shall be brought an actual or asserted by any third party which, if adversely determined, would entitle apparent conflict of interest or potential conflict of interest exists between the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim Indemnitee and the facts pertaining thereto; provided that Company, or (c) if the failure Company fails to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and in a timely manner, the Indemnitee shall consult with be entitled to be represented by separate legal counsel of the Indemnified Person with respect thereto)Indemnitee’s choice, including the employment of counsel reasonably satisfactory subject to the Indemnified Person and prior approval of the payment Company, which approval shall not be unreasonably withheld, at the expense of expenses; provided that the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding shall to deny or to recover from the Indemnitee the benefits intended to be brought or asserted by any third party which, if adversely determined, would not entitle provided to the Indemnified Person to full indemnity pursuant to this Article IXIndemnitee hereunder, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person Indemnitee shall have the right to employ retain counsel separate from counsel employed by of the Indemnifying Party in any such action and Indemnitee’s choice, subject to participate in the defense thereofprior approval of the Company, but the fees and expenses of such counsel employed by the Indemnified Person which approval shall not be unreasonably withheld, at the expense of the Indemnified Person unless Company (a) subject to Section 6.4 of this Agreement), to represent the employment thereof has been specifically authorized by the Indemnifying Party Indemnitee in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of connection with any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgment.

Defense of Claims. An Indemnified (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any action or proceeding by any Person seeking or Governmental Entity that is not a party to this Agreement (a “Third Party Claim”) against such Indemnitee, with respect to which an Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 10 calendar days after receipt of notice of such Third Party Claim; provided, however, that the failure of the Indemnitee to notify the Indemnifying Party shall only relieve the Indemnifying Party from its obligation to indemnify the Indemnitee pursuant to this Article IX XV to the extent that the Indemnifying Party is materially prejudiced by such failure (whether as a result of the forfeiture of substantive rights or defenses or otherwise). Upon receipt of notification of a Third Party Claim, the Indemnifying Party shall give be entitled, upon written notice to the Indemnifying Party of Indemnitee, to assume the facts investigation and circumstances giving rise to the claimdefense thereof. In that regard, if any Proceeding shall be brought Whether or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume the investigation and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceedingany Third Party Claim, the Indemnified Person Indemnitee shall have the right to employ separate counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the investigation and defense thereof; provided, but however, that the Indemnitee shall pay the fees and expenses disbursements of such separate counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (ai) the employment thereof of such separate counsel has been specifically authorized in writing by the Indemnifying Party in writing or Party, (bii) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory of such Third Party Claim within a reasonable time after receipt of notice thereof, or (iii) the named parties to the Indemnified Person. Neither the Indemnified Person nor proceeding in which such claim, demand, action or cause of action has been asserted include both the Indemnifying Party and such Indemnitee and, in the reasonable judgment of counsel to such Indemnitee, there exists one or more defenses that may consent be available to the entry of any judgment Indemnitee that are not available to or are in conflict with respect those available to the matter or enter into any settlement with respect to Indemnifying Party. Notwithstanding the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assumeforegoing, the Indemnifying Party shall indemnify not be liable for the fees and disbursements of more than one counsel for all Indemnified Person Parties in connection with any one proceeding or any similar or related proceedings arising from the same general allegations or circumstances. Without the prior written consent of the Indemnitee, the Indemnifying Party will not enter into any settlement of any Third Party Claim that would lead to liability or create any financial or other obligation on the part of the Indemnitee unless such settlement includes as an unconditional term thereof the release of the Indemnitee from all liability in respect of such Third Party Claim. If a settlement offer solely for money damages is made by the applicable third party claimant (which offer provides for a full and unconditional release of the Indemnitee), and the Indemnifying Party notifies the Indemnitee in writing of the Indemnifying Party’s willingness to accept the settlement offer and pay the amount called for by such offer without reservation of any rights or defenses against the Indemnitee, the Indemnitee may continue to contest such claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Third Party Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (A) the amount of the settlement offer that the Indemnitee declined to accept plus the Indemnifiable Losses of the Indemnitee relating to such Third Party Claim through the date of its rejection of the settlement offer or judgment(B) the aggregate Indemnifiable Losses of the Indemnitee with respect to such claim.

Defense of Claims. An Indemnified Person seeking indemnification (a) In connection with any claim which may give rise to indemnity under this Article IX shall give resulting from or arising out of any claim or Proceeding against an Indemnitee by a Person that is not a party hereto, the Indemnifying Party may (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or Proceeding if all Indemnifying Party of the facts and circumstances giving rise Parties with respect to such claim or Proceeding jointly acknowledge to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person Indemnitee its right to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party hereto in respect of the same in writing, specifying in detail the basis entirety of such claim (as such claim may have been modified through written agreement of the parties) and the facts pertaining thereto; provided provide assurances, reasonably satisfactory to such Indemnitee, that the failure Indemnifying Parties will be financially able to so notify an Indemnifying Party shall not relieve satisfy such claim in full if such claim or Proceeding is decided adversely. If the Indemnifying Party Parties assume the defense of its obligations hereunder except to the extent any such failure shall have harmed claim or Proceeding, the Indemnifying Party. The Indemnifying Party, if it so elects, Parties shall assume and control select counsel reasonably acceptable to such Indemnitee to conduct the defense of such Proceeding (claim or Proceeding, shall take all steps necessary in the defense or settlement thereof and shall consult with at all times reasonably diligently and promptly pursue the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesresolution thereof. If the Indemnifying Party elects to assume and control Parties shall have assumed the defense of any claim or Proceeding in accordance with this Section 9.05, the Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, it will provide notice thereof within thirty (30) days after with the Indemnified Person has given notice consent of the matter Indemnitee, which consent will be not unreasonably withheld or delayed; provided, that no such consent shall be required from such Indemnitee if the Indemnifying Parties shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; provided, further, that the Indemnifying Parties shall not be authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that would apply to any Indemnitee or to its conduct of business; and provided, further, that a condition to any such settlement shall be a complete release of such Indemnitee and its Affiliates, officers, employees and if named as a defendant, consultants and agents with respect to such Proceeding is not a Joint Defense Proceeding, the Indemnified Person claim. Each Indemnitee shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and be entitled to participate in the defense thereofof any such action at its own cost and expense. Each Indemnitee shall, but and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the fees and expenses Indemnifying Parties in the defense of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized any claim or Proceeding being defended by the Indemnifying Party in writing or (b) the Indemnifying Party has failed Parties pursuant to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentthis Section 9.05.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice The Lessor agrees to notify the Indemnifying Party Lessee of any claim made against it for which the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall Lessee may be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity liable pursuant to this Article IXSection 16 and, if the Indemnified Person Lessee requests, to contest or allow the Lessee to contest such claim. If any Lease Event of Default shall within thirty (30) days notify have occurred and be continuing, no contest shall be required, and any contest which has begun shall not be required to be continued to be pursued, unless arrangements to secure the Indemnifying Party payment of the same in writing, specifying in detail the basis of Lessee’s obligations pursuant to this Section 16 hereunder have been made and such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel arrangements are reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding Lessor. The Lessor shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in settle any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto claim without the consent of the other PartyLessee’s consent, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry withheld. Defense of any judgment or settlement with respect claim referred to such matter); provided that no settlement of a Joint Defense Proceeding in this Section 16 for which indemnity may be effected without required shall, at the consent option and request of both partiesthe Indemnified Person, be conducted by the Lessee or the Guarantor, as applicable. If there shall be a settlement to which The Lessee or the Indemnifying Party consents or a final judgment for Guarantor, as the plaintiff in any Proceedingcase may be, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify will inform the Indemnified Person of any such claim and of the defense thereof and will provide copies of material documents relating to any such claim or defense to such Indemnified Person upon request. Such Indemnified Person may participate in any such defense at its own expense; provided such participation does not interfere with respect the Lessee’s or the Guarantor’s assertion of such claim or defense. The Lessee and the Guarantor agree that no Indemnified Person will be liable to the settlement Lessee or judgmentthe Guarantor, as applicable, for any claim caused directly or indirectly by the inadequacy of any Group I Truck leased for any purpose or any deficiency or defect therein or the use or maintenance thereof or any repairs, servicing or adjustments thereto or any delay in providing or failure to provide such repairs, servicing or adjustments or any interruption or loss of service or use thereof or any loss of business, all of which shall be the risk and responsibility of the Lessee or the Guarantor. The rights and indemnities of each Indemnified Person hereunder are expressly made for the benefit of, and will be enforceable by, each Indemnified Person notwithstanding the fact that such Indemnified Person is either no longer a party to (or entitled to receive the benefits of) this Agreement, or was not a party to (or entitled to receive the benefits of) this Agreement at its outset. Except as otherwise set forth herein, nothing herein shall be deemed to require the Lessee or the Guarantor to indemnify the Lessor for any of the Lessor’s acts or omissions which constitute gross negligence or willful misconduct. This general indemnity shall not affect any claims of the type discussed above which the Lessee or the Guarantor may have against the manufacturer.

Defense of Claims. An Indemnified Person seeking If a party hereto seeks indemnification under this Article IX Section 5, such party (the “Indemnified Party”) shall give written notice (“Notice of Loss”) to the other party (the “Indemnifying Party Party”) of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding suit, action, claim, liability or obligation (a “Proceeding”) shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person Party to indemnity pursuant to this Article IXSection 5, the Indemnified Person Party shall within thirty (30) 30 days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided provided, that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person Party with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person Party and the payment of expenses; provided provided, however, that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person Party to full indemnity pursuant to this Article IXSection 5, the Indemnified Person Party may elect to participate in the a joint defense of such Proceeding (a "“Joint Defense Proceeding"”) for which the expenses of such joint defense will be shares shared equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) 30 days after the Indemnified Person Party has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person Party shall have the right to employ counsel separate from counsel employed by the 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 Person Party shall be at the expense of the Indemnified Person Party unless (ai) the employment thereof has been specifically authorized by the Indemnifying Party in writing writing, or (bii) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Personcounsel. Neither the Indemnified Person nor the The Indemnifying Party may consent to the entry shall not be liable for any settlement of any judgment with respect Proceeding, the defense of which it has elected to the matter or enter into any assume, which settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto is effected without the written consent of the other Indemnifying Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the written consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party has elected to assume, the Indemnifying Party shall indemnify the Indemnified Person Party with respect to the settlement or judgment. If the Indemnifying Party elects to assume and control the defense or in the event of a Joint Defense Proceeding, the Indemnified Party shall take all reasonable efforts necessary to assist the Indemnifying Party in such defense.

Defense of Claims. An Indemnified Any Person seeking making a claim for indemnification under this Article IX Section 7 (an "Indemnitee") shall give notify the party obligated to provide such indemnification (the "Indemnifier") of the claim in writing promptly after receiving written notice to of any action, lawsuit, proceeding, investigation or other claim against it (if by a third party) or discovering the Indemnifying Party of the liability, obligation or facts and circumstances giving rise to such claim for indemnification, describing the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty amount thereof (30) days notify the Indemnifying Party of the same in writingif known and quantifiable), specifying in detail and the basis of such claim and the facts pertaining theretothereof; provided provided, that the failure to so notify an Indemnifying Party the Indemnifier shall not relieve the Indemnifying Party Indemnifier of its obligations hereunder except to the extent such failure shall be proved to have harmed caused the Indemnifying PartyIndemnifier to suffer a material loss. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding Indemnifier shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and entitled to participate in the defense thereof, but the fees and expenses of such counsel employed by action, lawsuit, proceeding, investigation or other claim giving rise to the Indemnified Person Indemnitee's claim for indemnification, at the Indemnifier's expense, and at its option (subject to the limitations set forth below), the Indemnifier shall be at entitled to appoint lead counsel of such defense, acceptable to the expense Indemnitee; provided that prior to, and as a condition to, the Indemnifier's appointing lead counsel of such defense the Indemnified Person unless Indemnifier shall first (a) verify to the employment thereof has been specifically authorized by Indemnitee in writing, in form and substance satisfactory to the Indemnifying Party in writing or Indemnitee, that the Indemnifier shall be fully and unconditionally responsible (with no reservation of any rights) for all liabilities and obligations relating to such claim for indemnification and that it will provide full indemnification as required hereunder, and (b) provide the Indemnifying Party has failed to assume the defense Indemnitee with assurance, in form and employ counsel reasonably substance satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other PartyIndemnitee in its sole judgment, which consent shall not be unreasonably withheld (it being understood that the extent to which Indemnifier is and will satisfy any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter)liability; provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceedingfurther, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgment.that:

Defense of Claims. An Indemnified 12.2.1 If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claims, action, or proceeding made or brought by any Person seeking (including Guarantor, Buyer, their respective Affiliates, officers, directors and shareholders, and the successors and assigns of any such Person) (a "Third Party Claim") with respect to which indemnification under this Article IX is to be sought from a Person that is required to indemnify such Indemnitee (an "Indemnifying Party"), the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof but in any event such notice shall not be given later than ten (10) calendar days after the Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. In addition, the Indemnitee shall transmit to the Indemnifying Party a copy of all papers served with respect to such claim (if any). The Indemnitee shall cooperate in good faith 106 114 in such defense at the Indemnifying Party's expense. If the Indemnifying Party shall acknowledge in writing to the Indemnitee that the Indemnifying Party shall be obligated to indemnify the Indemnitee under the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party will have the right to participate in or, by giving written notice to the Indemnitee, to elect to assume the defense of any Third Party Claim at such Indemnifying Party of the facts Party's expense and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the employing such Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining theretoParty's own counsel; provided that the failure to so notify an Indemnifying Party shall not relieve counsel for the Indemnifying Party of its obligations hereunder except to the extent such failure who shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control conduct the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel Third Party Claim shall be reasonably satisfactory to both partiesthe Indemnitee. If the an Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the 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 Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to of any Third Party Claim, the Indemnified Person. Neither Indemnitee may compromise or settle such Third Party Claim over the Indemnified Person nor objection of the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent settlement or compromise shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which conclusively establish the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected Party's liability pursuant to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentthis Agreement.

Defense of Claims. An Indemnified Person seeking Whenever any Claim shall arise for indemnification under this Article IX shall give written notice to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IXhereunder, the Indemnified Person party entitled to indemnification (the “Indemnitee”) shall within thirty (30) days notify the Indemnifying Party of indemnifying party (the same “Indemnitor”) in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof writing within thirty (30) days after the Indemnified Person Indemnitee has given actual knowledge that it is entitled to indemnification of such Claim constituting the basis for such Claim (the “Notice of Claim”). The Notice of Claim shall specify all facts known to the Indemnitee giving rise to such indemnification claim and the amount or an estimate of the amount of the liability arising therefrom. If the facts giving rise to any such indemnification shall involve any actual, threatened or possible claim or demand by any person against the Indemnitee, the Indemnitor shall be entitled (without prejudice to the right of the Indemnitee to participate at its expense through co-counsel of its own choosing) to contest or defend such claim at his expense and through counsel of his own choosing if he gives written notice of his intention to do so to the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the 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 Person shall be at the expense Indemnitee within ten (10) days after receipt of the Indemnified Person unless (a) Notice of Claim; provided that Indemnitor diligently prosecutes or defends such claim. The Indemnitee shall not settle any claim that would give rise to liability on the employment thereof has been specifically authorized by part of the Indemnifying Party Indemnitor under the indemnity contained in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto this Section without the written consent of the other PartyIndemnitor, which consent shall not unreasonably be unreasonably withheld withheld. If a firm offer is made to settle a claim or litigation defended by the Indemnitee and the Indemnitor refuses to accept such offer within twenty (it being understood 20) days after receipt of written notice from the Indemnitee of the terms of such offer, then, in such event, the Indemnitee shall continue to contest or defend such claim and shall be indemnified pursuant to the terms hereof. Provided, however, that in the event the Indemnitor refuses to accept such offer to settle a claim as described above and the Indemnitee continues to contest or defend such claim, the indemnification provided for herein shall be deemed to include the value of management’s time spent in connection with the defense of such claim. If a firm offer is made to settle a claim or litigation and the Indemnitor notifies the Indemnitee in writing that the extent Indemnitor desires to which any Party will be obligated accept and agree to pay for Damages resulting from such matter as compared settlement, but the Indemnitee elects not to accept or agree to it, the other Party shall be considered Indemnitee may continue to contest or defend such claim or litigation and. in determining whether it is reasonable for such Party event, the total maximum liability of the Indemnitor to withhold its consent from indemnify or otherwise reimburse the entry of any judgment or settlement Indemnitee hereunder with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there claim or litigation shall be a limited to and shall not exceed the amount of such settlement offer, plus reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) to which the Indemnifying Party consents date of notice that the Indemnitor desires to accept such settlement. Notwithstanding any provision of this Agreement to the contrary, neither Stockholders’ nor Newco’s maximum liability for indemnification shall exceed the Merger Consideration. Notwithstanding any provision of this Agreement to the contrary, no claim for indemnification pursuant to this Section 6 by the Indemnitee shall be asserted or claimed except for the amount of such Claim in excess of the aggregate, the sum of $25,000 (the “Stockholders’ Basket”). Any Loss suffered by Newco for payment of any insurance deductible in connection with any proceedings shall be excluded from the Stockholders’ Basket. All claims for indemnification against the Stockholders shall be satisfied by the Stockholders severally and not jointly, at their option, either in cash or in BBLU Shares at their then Market Price after a final judgment for the plaintiff in any Proceeding, the defense by a court of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentcompetent jurisdiction.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice The Lessor agrees to the Indemnifying Party notify any Lessee of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall claim made against it for which such Lessee may be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity liable pursuant to this Article IXSection 16 and, if such Lessee requests, to contest or allow such Lessee to contest such claim. If any AESOP II Operating Lease Event of Default shall have occurred and be continuing, no contest shall be required, and any contest which has begun shall not be required to be continued to be pursued, unless arrangements to secure the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis payment of such claim Lessee's obligations pursuant to this Section 16 hereunder have been made and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel arrangements are reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding Lessor. The Lessor shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in settle any such action and to participate in the defense thereof, but the fees and expenses of claim without such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other PartyLessee's consent, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry withheld. Defense of any judgment or settlement with respect claim referred to such matter); provided that no settlement of a Joint Defense Proceeding in this Section 16 for which indemnity may be effected without required shall, at the consent option and request of both partiesthe Indemnified Person, be conducted by the relevant Lessee or the Guarantor, as applicable. If there shall be a settlement to which Such Lessee or the Indemnifying Party consents or a final judgment for Guarantor, as the plaintiff in any Proceedingcase may be, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify will inform the Indemnified Person of any such claim and of the defense thereof and will provide copies of material documents relating to any such claim or defense to such Indemnified Person upon request. Such Indemnified Person may participate in any such defense at its own expense provided such participation does not interfere with respect such Lessee's or the Guarantor's assertion of such claim or defense. Each Lessee and the Guarantor agrees that no Indemnified Person will be liable to such Lessee or the settlement Guarantor, as applicable, for any claim caused directly or judgmentindirectly by the inadequacy of any Vehicle leased by such Lessee for any purpose or any deficiency or defect therein or the use or maintenance thereof or any repairs, servicing or adjustments thereto or any delay in providing or failure to provide such repairs, servicing or adjustments or any interruption or loss of service or use thereof or any loss of business, all of which shall be the risk and responsibility of such Lessee or the Guarantor. The rights and indemnities of each Indemnified Person hereunder are expressly made for the benefit of, and will be enforceable by, each Indemnified Person notwithstanding the fact that such Indemnified Person is either no longer a party to (or entitled to receive the benefits of) this Agreement, or was not a party to (or entitled to receive the benefits of) this Agreement at its outset. Except as otherwise set forth herein, nothing herein shall be deemed to require any Lessee or the Guarantor to indemnify the Lessor for any of the Lessor's acts or omissions which constitute gross negligence or willful misconduct. This general indemnity shall not affect any claims of the type discussed above which any Lessee or the Guarantor may have against the Manufacturer.

Defense of Claims. An Any Buyer Indemnitee (the "Indemnified Person Party") seeking indemnification under this Article IX Agreement shall give written notice to the Indemnifying party obligated to provide indemnification to such Indemnified Party of (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts and circumstances giving rise to any claim for indemnification hereunder promptly upon learning of the existence of such claim. In that regardUpon receipt by the Indemnitor of a Claim Notice from an Indemnified Party with respect to any claim of a third party, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall Indemnitor may assume and control the defense of such Proceeding (and shall consult thereof with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person Party and, in such event, shall agree to pay and otherwise discharge with the Indemnitor's own assets all judgments, deficiencies, damages, settlements, liabilities, losses, costs and legal and other expenses related thereto; and the payment of expenses; provided that Indemnified Party shall cooperate in the event any Proceeding defense or prosecution thereof and shall be brought or asserted by any third party whichfurnish such records, if adversely determinedinformation and testimony and attend all such conferences, would not entitle the Indemnified Person to full indemnity pursuant to this Article IXdiscovery proceedings, the Indemnified Person hearings, trials and appeals as may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesrequested in connection therewith. If the Indemnifying Party elects to Indemnitor does not assume and control the defense of a Proceedingthereof, it will provide notice thereof within thirty (30) days after the Indemnitor shall similarly cooperate with the Indemnified Person has given notice of the matter and if Party in such Proceeding is not a Joint Defense Proceeding, the defense or prosecution. The Indemnified Person Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereofor prosecution of any lawsuit with respect to which the Indemnitor has assumed the defense and to employ its own counsel therein, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person Party unless (ai) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ Indemnitor shall not have promptly employed counsel reasonably satisfactory to such Indemnified Party to take charge of the defense of such action or (ii) such Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry shall have reasonably concluded that there exists a significant conflict of any judgment interest with respect to the matter or enter into conduct of such Indemnified Party's defense by the Indemnitor, in either of which events such fees and expenses shall be borne by the Indemnitor and the Indemnitor shall not have the right to direct the defense of any settlement with respect such action on behalf of the Indemnified Party. The Indemnitor shall have the right, in its sole discretion, to settle any claim solely for monetary damages for which indemnification has been sought and is available hereunder, provided that the Indemnitor shall not agree to the matter settlement of any claim which judgment or constitutes the subject of a Claim Notice which settlement does not release in the other reasonable opinion of the Indemnified Party from all liability to would have an adverse continuing effect on the third party with respect thereto business of the Indemnified Party without the prior written consent of the other Indemnified Party. The Indemnified Party shall give written notice to the Indemnitor of any proposed settlement of any suit, which consent settlement the Indemnitor may, if it shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, have assumed the defense of the suit, reject in its reasonable judgment within 10 days of receipt of such notice. Notwithstanding the foregoing the Indemnified Party shall have the right to pay or settle any suit for which indemnification has been sought and is available hereunder, provided that, if the Indemnifying Party elected to assumedefense of such claim shall have been assumed by the Indemnitor, the Indemnifying Indemnified Party shall indemnify the Indemnified Person with respect automatically be deemed to the settlement or judgmenthave waived any right to indemnification hereunder.

Defense of Claims. An Indemnified Person seeking The Company shall have the right to defend the Indemnitee in any Proceeding (except a Proceeding brought by the Indemnitee under Section 6.3 of this Agreement) which may give rise to indemnification hereunder; provided, however, that the Company shall notify the Indemnitee of any such decision to defend within 15 calendar days following receipt of notice of any such Proceeding under this Article IX shall give written notice Section 3.2 above. Notwithstanding the foregoing sentence, if in a Proceeding to which the Indemnifying Party Indemnitee is a party by reason of the facts and circumstances giving rise Indemnitee’s Corporate Status, (a) the Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld or delayed, that he or she may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with other defendants in such Proceeding, (b) the claim. In Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld or delayed, that regard, if any Proceeding shall be brought an actual or asserted by any third party which, if adversely determined, would entitle apparent conflict of interest or potential conflict of interest exists between the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim Indemnitee and the facts pertaining thereto; provided that Company, or (c) if the failure Company fails to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and in a timely manner, the Indemnitee shall consult with be entitled to be represented by separate legal counsel of the Indemnified Person with respect thereto)Indemnitee’s choice, including the employment of counsel reasonably satisfactory subject to the Indemnified Person and prior approval of the payment Company, which approval shall not be unreasonably withheld or delayed, at the expense of expenses; provided that the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding shall to deny or to recover from the Indemnitee the benefits intended to be brought or asserted by any third party which, if adversely determined, would not entitle provided to the Indemnified Person to full indemnity pursuant to this Article IXIndemnitee hereunder, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person Indemnitee shall have the right to employ retain counsel separate from counsel employed by of the Indemnifying Party in any such action and Indemnitee’s choice, subject to participate in the defense thereofprior approval of the Company, but the fees and expenses of such counsel employed by the Indemnified Person which approval shall not be unreasonably withheld or delayed, at the expense of the Indemnified Person unless Company (a) subject to Section 6.4 of this Agreement), to represent the employment thereof has been specifically authorized by the Indemnifying Party Indemnitee in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of connection with any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgment.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written Upon receipt by Indemnitor of a notice from Indemnitee with respect to the Indemnifying Party any claim of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any a third party whichagainst Indemnitee, if adversely determinedand acknowledgment by Indemnitor (whether after resolution of a dispute or otherwise) of Indemnitee's right to indemnification hereunder with respect to such claim, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, Indemnitor shall assume and control the defense of such Proceeding (and shall consult claim with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to Indemnitee and Indemnitee shall cooperate to the Indemnified Person extent reasonably requested by Indemnitor in defense or prosecution thereof and the payment of expenses; provided that shall furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by Indemnitor in the event any Proceeding connection therewith. If Indemnitor shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person acknowledge Indemnitee's right to full indemnity pursuant to this Article IX, the Indemnified Person may indemnification and elect to participate in assume the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceedingclaim, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person Indemnitee shall have the right to employ its own counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereofcase, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of Indemnitee. If Indemnitor has assumed the Indemnified Person unless (a) defense of any claim against Indemnitee, Indemnitor shall have the employment thereof right to settle any claim for which indemnification has been specifically authorized by sought and is available hereunder; provided that, to the Indemnifying Party in writing extent that such settlement requires Indemnitee to take, or (b) prohibits Indemnitee from taking, any action or purports to obligate Indemnitee, then Indemnitor shall not settle such claim without the Indemnifying Party has failed to prior written consent of Indemnitee. If Indemnitor does not assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the a third party with respect thereto without claim and disputes Indemnitee's right to indemnification, Indemnitor shall have the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent right to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered participate in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which such claim through counsel of its choice, at Indemnitor's expense, and Indemnitee shall have control over the Indemnifying Party elected litigation and authority to assumeresolve such claim subject to this Section 8.3. If the Lancashires, as the Indemnifying Party shall indemnify indemnifying party, fail to give written notice to DPRC, as the Indemnified Person with respect indemnified party, of the Lancashires' intention to contest or settle any such claim within 20 calendar days after DPRC has notified the Lancashires that any such claim has been made in writing and received by DPRC, or if any such notice is given but any such claim is not properly contested by the Lancashires, notwithstanding any provision herein to the settlement contrary, DPRC shall have the right to satisfy and discharge the same by payment, compromise or judgmentotherwise, in accordance with the procedures set forth in the Escrow Agreement. DPRC's rights, benefits and privileges, and the Lancashires' liabilities, obligations and commitments, under and pursuant to the Escrow Agreement are more specifically described therein and incorporated herein by this reference.

Defense of Claims. An Indemnified Person seeking indemnification In connection with any claim which may give rise to indemnity under this Article IX shall give resulting from or arising out of any claim or Proceeding against an Indemnitee by a Person that is not a party hereto, the Indemnifying Parties may (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice sent at any time to the relevant Indemnitee, assume the defense of any such claim or Proceeding if all Indemnifying Party of the facts and circumstances giving rise Parties with respect to such claim or Proceeding jointly acknowledge to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle Indemnitee the Indemnified Person Indemnitee’s right to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party hereto in respect of the same in writing, specifying in detail the basis entirety of such claim (as such claim may have been modified through written agreement of the parties or arbitration hereunder) and the facts pertaining thereto; provided provide assurances, reasonably satisfactory to such Indemnitee, that the failure Indemnifying Parties will be financially able to so notify an Indemnifying Party shall not relieve satisfy their respective Pro Rata Portions of such claim in full if such claim or Proceeding is decided adversely. If the Indemnifying Party Parties assume the defense of its obligations hereunder except to the extent any such failure shall have harmed claim or Proceeding, the Indemnifying Party. The Indemnifying Party, if it so elects, Parties shall assume and control select counsel reasonably acceptable to such Indemnitee to conduct the defense of such Proceeding (claim or Proceeding, shall take all steps reasonably necessary in the defense or settlement thereof and shall consult with at all times diligently and promptly pursue the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesresolution thereof. If the Indemnifying Party elects to assume and control Parties shall have assumed the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such any claim or Proceeding is not a Joint Defense Proceedingin accordance with this Section 9.04, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the 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 Person Parties shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, without the prior written consent of such Indemnitee; provided, however, that the Indemnifying Parties shall pay or cause to be paid all amounts arising out of such settlement or judgment either concurrently with respect the effectiveness thereof or shall obtain and deliver to such Indemnitees prior to the matter or enter into any execution of such settlement with respect to a general release executed by the matter which judgment or settlement does Person not release the other Party from all liability to the third a party with respect thereto without the consent of the other Partyhereto, which consent general release shall release such Indemnitee from any liability in such matter; provided, further, that the Indemnifying Parties shall not be unreasonably withheld (it being understood authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that the extent would apply to which any Party will be obligated Indemnitee or to pay for Damages resulting from its conduct of business; and provided, further, that a condition to any such matter as compared to the other Party settlement shall be considered in determining whether it is reasonable for a complete release of such Party to withhold Indemnitee and its consent from the entry of any judgment or settlement Affiliates, officers, employees, consultants and agents with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both partiesclaim. If there Such Indemnitee shall be a settlement entitled to which the Indemnifying Party consents or a final judgment for the plaintiff participate in any Proceeding, (but not control) the defense of which any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Party elected Parties in the defense of any claim or Proceeding being defended by the Indemnifying Parties pursuant to assumethis Section 9.04. If the Indemnifying Parties do not assume the defense of any claim or Proceeding resulting therefrom in accordance with the terms of this Section 9.04, such Indemnitee may defend against such claim or Proceeding in such manner as it may deem appropriate, including settling such claim or Proceeding after giving notice of the same to the Indemnifying Parties, on such terms as such Indemnitee may deem appropriate. If the Indemnifying Parties seek to question the manner in which such Indemnitee defended such claim or Proceeding or the amount of or nature of any such settlement, the Indemnifying Party Parties shall indemnify have the Indemnified Person with respect burden to prove by a preponderance of the settlement evidence that such Indemnitee did not defend such claim or judgmentProceeding in a reasonably prudent manner.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice to the Indemnifying Party Upon receipt by an Indemnitor of the facts and circumstances giving rise to the claim. In that regarda Claim Notice, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying PartyIndemnitor may, if it so electsshall have acknowledged its obligation to indemnify the Indemnified Party, assume and control the administration and defense of the Claim described therein at the Indemnitor's own expense. The Indemnified Party shall have the right to approve the Indemnitor's selection of counsel with respect to any such Claim, such approval not to be withheld unreasonably; and the Indemnified Party shall have the right to employ its own counsel in any such case, except that the fees and expenses of such counsel shall be for the account of and shall be paid by such Indemnified Party; PROVIDED HOWEVER, that the Indemnitor and the Indemnified Party shall jointly and in good faith, with the cooperation of their respective counsel, assume and control the defense of any Claim, notwithstanding the giving of such Proceeding written acknowledgement by the Indemnitor, if (and shall consult with i) the Indemnified Person with respect thereto), including the employment of Party shall have been advised by counsel reasonably satisfactory that there are one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnified Person and the payment of expenses; provided that Indemnitor and, in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle reasonable opinion of the Indemnified Person Party, counsel for the Indemnitor could not adequately represent the interests of the Indemnified Party because such interests could be in conflict with those of the Indemnitor, (ii) such matter involved amounts likely to full indemnity pursuant exceed the Indemnity Threshold or remaining indemnification obligations of the Indemnitor or (iii) such action or proceeding is reasonably likely to this Article IXhave a material effect on the then current financial condition, results of operations or prospects of the Indemnified Party beyond any indemnification obligations of the Indemnitor. Further, the Indemnified Person may elect to participate in Party shall have the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects right to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after any Claim if the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the 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 Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent Indemnitor shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, have assumed the defense of which such Claim in a timely fashion, not to exceed 30 days from the Indemnifying Party elected to assume, date of receipt by the Indemnifying Party shall indemnify Indemnitor of the Indemnified Person with respect to the settlement or judgmentClaim Notice.

Defense of Claims. An Indemnified Person seeking indemnification In connection with any claim that may give rise to indemnity under this Article IX Section 12 resulting from or arising out of any claim or proceeding against an Indemnitee by a person or entity that is not a party hereto, the Indemnifying Party may (unless such Indemnitee elects not to seek indemnity hereunder for such claim) but shall give not be obligated to, upon written notice to the Indemnifying Party relevant Indemnitee, assume the defense of the facts any such claim or proceeding and circumstances giving rise provides assurances, reasonably satisfactory to the claim. In such Indemnitee, that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of will be financially able to satisfy such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent provided herein if such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought claim or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesproceeding is decided adversely. If the Indemnifying Party elects to assume and control assumes the defense of a Proceedingany such claim or proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any shall select counsel reasonably acceptable to such action and Indemnitee to participate conduct the defense of such claim or proceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by . If the Indemnifying Party shall have assumed the defense of any claim or proceeding in writing or (b) accordance with this Section 12(d), the Indemnifying Party has failed shall be authorized to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to a settlement of, or the entry of any judgment arising from, any such claim or proceeding, with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the prior written consent of the other Partysuch Indemnitee, which consent shall not to be unreasonably withheld (it being understood withheld; provided, however, that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Indemnifying Party shall pay or cause to be considered in determining whether it is reasonable for paid all amounts arising out of such Party settlement or judgment concurrently with the effectiveness thereof; and provided further, that a condition to withhold any such settlement shall be a complete release of such Indemnitee and its consent from the entry of any judgment or settlement Affiliates, directors, officers, employees and agents with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both partiesclaim. If there Such Indemnitee shall be a settlement entitled to which participate in (but not control) the defense of any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, directors, officers, employees and agents to, reasonably cooperate (at the Indemnifying Party's expense) with the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which any claim or proceeding being defended by the Indemnifying Party elected pursuant to assume, this Section 12(d). If the Indemnifying Party shall indemnify does not assume the Indemnified Person defense of any claim or proceeding resulting therefrom in accordance with respect the terms of this Section 12(d), such Indemnitee may defend against such claim or proceeding in such manner as it may deem appropriate, including settling such claim or proceeding after giving notice of the same to the settlement or judgmentIndemnifying Party, on such terms as such Indemnitee may deem appropriate.

Defense of Claims. An Indemnified Person seeking Whenever any claim shall arise for indemnification under this Article IX ------------------ hereunder, the party entitled to indemnification hereunder (the "Indemnitee") shall give written notice to notify the Indemnifying Party indemnifying party (the "Indemnitor") in writing within 20 days after the Indemnitee has actual knowledge of the facts and circumstances constituting the basis for such claim (the "Notice of Claim"). The Notice of Claim shall specify all facts known to the Indemnitee giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such indemnification claim and the facts pertaining thereto; provided that amount or an estimate of the failure to so notify an Indemnifying Party shall not relieve amount of the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesliability arising therefrom. If the Indemnifying Party elects facts giving rise to assume any such indemnification shall involve any actual, threatened or possible claim or demand by any person against the Indemnitee, the Indemnitor shall be entitled (without prejudice to the right of the Indemnitee to participate at its expense through co-counsel of its own choosing) to contest or defend such claim at its expense and control through counsel of its own choosing if the defense Indemnitor gives written notice of a Proceeding, it will provide notice thereof its intention to do so to the Indemnitee within thirty (30) 30 days after the Indemnified Person has given notice receipt of the matter Notice of Claim. Notwithstanding anything to the contrary contained herein, (i) if there is a reasonable probability that the Damages may materially and if such Proceeding is not adversely affect the Indemnitee other than as a Joint Defense Proceedingresult of money damages or other money payments, the Indemnified Person Indemnitee shall have the right to employ counsel separate from counsel employed by defend, compromise or settle the Indemnifying Party claim; provided, however, in any such action and to participate in event, if the defense thereof, but Indemnitee shall compromise or settle -------- ------- such claim without the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense approval of the Indemnified Person unless Indemnitor, the Indemnitor shall not be bound by such compromise or settlement, and (aii) the employment thereof has been specifically authorized by Indemnitor shall not, without the Indemnifying Party in writing Indemnitee's written consent, settle or (b) compromise the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may claim or consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement that does not include as an unconditional term thereof the release by the other Party claimant or the plaintiff of the Indemnitee from all liability in respect of the claim. Notwithstanding any provision of this Agreement to the third party with respect thereto without the consent contrary, no claim for indemnification pursuant to this Section 8 by any of the other Partyparties hereto shall be asserted or claimed except to the extent of damages exceeding, which consent in the aggregate, the sum of $25,000. However, the afore-mentioned minimum damages shall not be unreasonably withheld (it being understood that the extent applicable to which any Party will be obligated to pay claims for Damages resulting from such matter as compared indemnification relating to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from accounts payable of the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to Sellers which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentBuyer is not assuming as set forth on Schedule 8(b) hereto.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall If the Indemnitor does not give written such notice referred to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IXin Section 8.3(a), the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person Indemnitee shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any defend, contest, settle, or compromise such action or suit in the exercise of its exclusive discretion. If the Indemnitor gives such notice, it shall have the right to undertake, conduct, and control, through counsel of its own choosing, at its sole expense, the conduct and settlement of such action or suit, and the Indemnitee shall cooperate with the Indemnitor in connection therewith; provided, however, (a) the Indemnitor shall not thereby permit to exist any lien, encumbrance, or other adverse charge securing the claims indemnified hereunder upon any asset of the Indemnitee, (b) the Indemnitor shall not thereby consent to the imposition of any injunction against the Indemnitee without the written consent of the Indemnitee, (c) the Indemnitor shall permit the Indemnitee to participate in such conduct or settlement through counsel chosen by the defense thereofIndemnitee, but the fees and expenses of such counsel employed shall be borne by the Indemnified Person Indemnitee, except as provided in clause (d) below, and (d) upon a final determination of such action or suit, the Indemnitor shall be at agree promptly to reimburse to the expense extent required under this Article 8 (subject to the provisions of the Indemnified Person unless (aSection 8.6) the employment thereof has been specifically authorized by Indemnitee for the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry full amount of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages Loss resulting from such matter action or suit and all reasonable and related expenses incurred by the Indemnitee, except fees and expenses of counsel for the Indemnitee incurred after the assumption of the conduct and control of such action or suit by the Indemnitor. So long as compared the Indemnitor is contesting any action in good faith, the Indemnitee shall not pay or settle any such action or suit. Notwithstanding the foregoing, the Indemnitee shall have the right to pay or settle any such action or suit; provided, however, in such event, the other Party Indemnitee shall waive any right to indemnity therefor from the Indemnitor and no amount in respect therefor shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentclaimed as Losses under this Article 8.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice The Lessor agrees to notify the Indemnifying Party Lessee of any claim made against it for which the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall Lessee may be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity liable pursuant to this Article IXSection 16 and, if the Indemnified Person Lessee requests, to contest or allow the Lessee to contest such claim. If any Lease Event of Default shall within thirty (30) days notify have occurred and be continuing, no contest shall be required, and any contest which has begun shall not be required to be continued to be pursued, unless arrangements to secure the Indemnifying Party payment of the same in writing, specifying in detail the basis of Lessee’s obligations pursuant to this Section 16 hereunder have been made and such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel arrangements are reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding Lessor. The Lessor shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in settle any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto claim without the consent of the other PartyLessee’s consent, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry withheld. Defense of any judgment or settlement with respect claim referred to such matter); provided that no settlement of a Joint Defense Proceeding in this Section 16 for which indemnity may be effected without required shall, at the consent option and request of both partiesthe Indemnified Person, be conducted by the Lessee or the Guarantor, as applicable. If there shall be a settlement to which The Lessee or the Indemnifying Party consents or a final judgment for Guarantor, as the plaintiff in any Proceedingcase may be, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify will inform the Indemnified Person of any such claim and of the defense thereof and will provide copies of material documents relating to any such claim or defense to such Indemnified Person upon request. Such Indemnified Person may participate in any such defense at its own expense; provided such participation does not interfere with respect the Lessee’s or the Guarantor’s assertion of such claim or defense. The Lessee and the Guarantor agree that no Indemnified Person will be liable to the settlement Lessee or judgmentthe Guarantor, as applicable, for any claim caused directly or indirectly by the inadequacy of any BTF Truck leased for any purpose or any deficiency or defect therein or the use or maintenance thereof or any repairs, servicing or adjustments thereto or any delay in providing or failing to provide such repairs, servicing or adjustments or any interruption or loss of service or use thereof or any loss of business, all of which shall be the risk and responsibility of the Lessee or the Guarantor. The rights and indemnities of each Indemnified Person hereunder are expressly made for the benefit of, and will be enforceable by, each Indemnified Person notwithstanding the fact that such Indemnified Person is either no longer a party to (or entitled to receive the benefits of) this Agreement, or was not a party to (or entitled to receive the benefits of) this Agreement at its outset. Except as otherwise set forth herein, nothing herein shall be deemed to require the Lessee or the Guarantor to indemnify the Lessor for any of the Lessor’s acts or omissions which constitute gross negligence or willful misconduct. This general indemnity shall not affect any claims of the type discussed above which the Lessee or the Guarantor may have against the manufacturer.

Defense of Claims. An Indemnified Person seeking indemnification In connection with any claim which may give rise to indemnity under this Article IX shall give resulting from or arising out of any claim or Proceeding against an Indemnitee by a Person that is not a party hereto, the Indemnifying Parties may (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice sent at any time to the relevant Indemnitee, assume the defense of any such claim or Proceeding if all Indemnifying Party of the facts and circumstances giving rise Parties with respect to such claim or Proceeding jointly acknowledge to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle Indemnitee the Indemnified Person Indemnitee's right to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party hereto in respect of the same in writing, specifying in detail the basis entirety of such claim (as such claim may have been modified through written agreement of the parties) and the facts pertaining thereto; provided provide assurances, reasonably satisfactory to such Indemnitee, that the failure Indemnifying Parties will be financially able to so notify an Indemnifying Party shall not relieve satisfy such claim or Proceeding if decided adversely. If the Indemnifying Party Parties assume the defense of its obligations hereunder except to the extent any such failure shall have harmed claim or Proceeding, the Indemnifying Party. The Indemnifying Party, if it so elects, Parties shall assume and control select counsel reasonably acceptable to such Indemnitee to conduct the defense of such Proceeding (claim or Proceeding, shall take all steps reasonably necessary in the defense or settlement thereof and shall consult with at all times diligently and promptly pursue the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesresolution thereof. If the Indemnifying Party elects to assume and control Parties shall have assumed the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such any claim or Proceeding is not a Joint Defense Proceedingin accordance with this Section 9.04, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the 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 Person Parties shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed entitled to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, with the prior written consent of such Indemnitee, which consent shall not be unreasonably withheld; PROVIDED, HOWEVER, that the Indemnifying Parties shall pay or cause to be paid all amounts arising out of such settlement or judgment either concurrently with the effectiveness thereof or shall obtain and deliver to such Indemnitees prior to the execution of such settlement a general release executed by the Person not a party hereto, which general release shall release such Indemnitee from any liability in such matter; PROVIDED, FURTHER, that the Indemnifying Parties shall not be authorized to encumber any of the assets of any Indemnitee or to enter into any agreement that would bind or otherwise apply to any Indemnitee or to its conduct of business; and PROVIDED, FURTHER, that a condition to any such settlement shall be a complete release of such Indemnitee and its Affiliates, officers, employees, consultants and agents with respect to such claim. Such Indemnitee shall be entitled to participate in (but not control) the matter defense of any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Parties in the defense of any claim or enter into Proceeding being defended by the Indemnifying Parties pursuant to this Section 9.04. If the Indemnifying Parties do not assume the defense of any settlement claim or Proceeding resulting therefrom in accordance with respect the terms of this Section 9.04, such Indemnitee may defend against such claim or Proceeding in such manner as it may deem appropriate, including settling such claim or Proceeding after giving notice of the same to the matter which Indemnifying Parties, on such terms as such Indemnitee may deem appropriate. If the Indemnitee has assumed control of a claim or Proceeding, the Indemnitee shall be entitled to consent to a settlement of, or the entry of any judgment arising from, any such claim or settlement does not release Proceeding, with the other Party from all liability to the third party with respect thereto without the prior written consent of the other Indemnifying Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentwithheld.

Defense of Claims. An Indemnified Person seeking No right to indemnification under this Article IX X shall give written notice be available to any party otherwise entitled to indemnification (the "Indemnified Party"), unless such Indemnified Party gives to the Indemnifying party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claim for indemnification hereunder promptly after the receipt of knowledge of the facts and circumstances giving rise upon which such claim is based (but in no event later than ten (10) days prior to the claim. In that regard, if time any Proceeding shall be brought or response to the asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining theretois required); provided except that the failure of any Indemnified Party to so notify an Indemnifying Party shall the Indemnitor will not relieve the Indemnifying Party of its obligations hereunder except Indemnitor from any liability it may have if and to the extent the Indemnitor is not prejudiced by such failure shall have harmed omission. Upon receipt by the Indemnifying Party. The Indemnifying PartyIndemnitor of a Claim Notice from an Indemnified Party with respect to any claim of a third party, such Indemnitor may control negotiations towards the resolution of any such claim without the necessity for litigation, and, if it so electslitigation ensues, shall assume and control the defense of thereof at such Proceeding (Indemnitor's cost and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person Party, and the payment of expenses; provided that Indemnified Party will extend reasonable cooperation in the event any Proceeding shall be brought defense or asserted by any third party whichprosecution thereof and will furnish such records, if adversely determinedinformation and testimony and attend all such conferences, would not entitle the Indemnified Person to full indemnity pursuant to this Article IXdiscovery proceedings, the Indemnified Person hearings, trials and appeals as may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesrequested in connection therewith. If the Indemnifying The Indemnified Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ its own counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereofcase, but the fees and expenses of such counsel employed by the Indemnified Person shall will be at the expense of the Indemnified Person Party unless (ai) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and Indemnitor does not promptly employ counsel reasonably satisfactory to such Indemnified Party to take charge of the defense of such action or (ii) such Indemnified Person. Neither Party reasonably concludes, based upon the opinion of its outside legal counsel, that there may be one or more legal defenses available to it, or to any other Indemnified Person nor the Indemnifying Party may consent who has submitted a Claim Notice to the entry Indemnitor, which are different from or additional to those available to the Indemnitor, in either of any judgment which events such reasonable fees and expenses will be borne by the Indemnitor (but in no event will the Indemnitor be required to pay the fees and expenses of more than one counsel employed by more than one Indemnified Party with respect to any claim) and the matter Indemnitor will not have the right to direct the defense of any such action on behalf of the Indemnified Party. The Indemnitor will have the right, in its sole discretion, to settle any claim for monetary damages for which indemnification has been sought and is available hereunder, except that neither Indemnitor nor the Indemnified Party will settle, compromise or enter into make any settlement with respect to the matter disposition of any claim under this Article X which judgment would or settlement does not release the other Party from all may result in liability to the third party with respect thereto Indemnified Party or Indemnitor, respectively, without the written consent of the other PartyIndemnitee or Indemnitor, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentrespectively.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice The Majority Shareholder may elect to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto)any Claim, including the employment of counsel reasonably satisfactory to the Buyer Indemnified Person Parties and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party whichexpenses related thereto, if adversely determined, would (a) the Majority Shareholder acknowledges the obligation to indemnify the Buyer Indemnified Parties for any Losses resulting from such Claim and provides reasonable evidence to the Buyer Indemnified Parties of his financial ability to satisfy such obligation; (b) the Claim does not entitle seek to impose any liability or obligation on the Buyer Indemnified Person Parties other than for money damages; and (c) the Claim does not relate to full indemnity pursuant to this Article IX, the Buyer Indemnified Person may elect to participate in the joint defense of Parties' relationship with their customers or employees. If such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties conditions are satisfied and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party Majority Shareholder elects to assume and control the defense of a ProceedingClaim, it then (i) the interest represented by the Majority Shareholder will provide notice thereof within thirty (30) days after not be liable for any settlement of such Claim effected without the Indemnified Person has given notice consent of the matter Majority Shareholder, which consent will not be unreasonably withheld; (ii) the shareholders of the Company may settle such Claim without the consent of the Buyer Indemnified Parties; and if such Proceeding is not a Joint Defense Proceeding, (iii) the Buyer Indemnified Person shall have the right to Parties may employ separate counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the Buyer Indemnified Parties will be responsible for the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (aA) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party Majority Shareholder has failed to adequately assume the defense and of such Claim or to employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without or (B) a conflict of interest exists between the consent interests of the other PartyBuyer Indemnified Parties and the interests represented by the Majority Shareholder that requires representation by separate counsel, in which consent shall not be unreasonably withheld (it being understood that case the extent to which any Party fees and expenses of such separate counsel will be obligated to pay for Damages resulting from such matter as compared to paid by the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both partiesMajority Shareholder. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceedingsuch conditions are not satisfied, the Buyer Indemnified Parties may assume and control the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgment.of

Defense of Claims. An Indemnified Person seeking indemnification Party under this Article IX shall give written VII will, promptly after the receipt of notice to the Indemnifying Party of the facts commencement of any action, investigation, claim or other Proceeding against such Indemnified Party in respect of which indemnity may be sought from DCCLP and circumstances giving rise Exxxxxx under this Article VII, notify DCCLP and Exxxxxx in writing of the commencement thereof. The omission of any Indemnified Party to the claimso notify DCCLP and Exxxxxx of any such action, investigation, claim or other Proceeding shall not relieve DCCLP or Exxxxxx from any liability which it may have to such Indemnified Party. In that regardcase any such action, if any investigation, claim or other Proceeding shall be brought or asserted by against any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person Party and it shall within thirty (30) days notify the Indemnifying Party DCCLP and Exxxxxx of the same in writingcommencement thereof, specifying in detail the basis of such claim DCCLP and the facts pertaining thereto; provided that the failure Exxxxxx shall be entitled to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult thereof at their own expense with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the such Indemnified Person and the payment of expensesParty in its reasonable discretion; provided provided, however, that in the event any Proceeding shall be brought or asserted by any third party whichIndemnified Party may, if adversely determinedat its own expense, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect retain separate counsel to participate in such defense. Notwithstanding the joint defense of foregoing, in any action, investigation, claim or other Proceeding in which DCCLP or Exxxxxx, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Indemnified Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ separate counsel separate from counsel employed by the Indemnifying Party in any such action at DCCLP's and Exxxxxx'x expense and to participate in the control its own defense thereof, but the fees and expenses of such counsel employed by action, investigation, claim or other Proceeding. Each of DCCLP and Exxxxxx agree that neither of them shall, without the Indemnified Person shall be at the expense prior written consent of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing Lender, settle, compromise or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect in any pending or threatened action, investigation, claim or Proceeding relating to the matter matters contemplated hereby unless such settlement, compromise or enter into any settlement with respect to the matter which judgment or settlement does not consent includes an unconditional release the of Lender and each other Indemnified Party from all liability liability, if any, arising or that may arise out of such action, investigation, claim or Proceeding. The rights accorded to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party Indemnified Parties hereunder shall be considered in determining whether it is reasonable for such addition to any rights that any Indemnified Party to withhold its consent from the entry of any judgment may have at law, by separate agreement, or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentotherwise.

Defense of Claims. An Indemnified Person seeking indemnification (a) In connection with any claim which may give rise to indemnity under this Article IX shall give written notice to 8 resulting from or arising out of any claim or proceeding against an Indemnitee by a person that is not a party hereto, the Indemnifying Party shall have the right to, upon written notice sent at any time to the Indemnitee, participate in or assume control of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis defense of such claim or proceeding, at its own expense, and shall take all steps reasonably necessary in the facts pertaining thereto; provided that defense or settlement thereof and shall at all times diligently and promptly pursue the failure to so notify an Indemnifying Party resolution thereof. Such Indemnitee shall not relieve cooperate fully with the Indemnifying Party Party, subject to reimbursement for actual out-of-pocket expenses incurred by such Indemnitee as the result of its obligations hereunder except to the extent such failure shall have harmed a request by the Indemnifying Party. The Such Indemnitee shall have the right to approve legal counsel selected by the Indemnifying Party, if it so elects, which approval shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall not be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesunreasonably withheld. If the Indemnifying Party elects to assume and control of the defense of a Proceedingany third-party claim or proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person Indemnitee shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereofof such claim or proceeding with legal counsel of its own selection; provided, but however, that such Indemnitee shall pay the fees and expenses of such counsel employed unless the named parties to any such claim or proceeding include both such Indemnitee and the Indemnifying Party and such Indemnitee has been advised by legal counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnified Person shall be Indemnifying Party (in which case, if such Indemnitee informs the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by Indemnifying Party, the Indemnifying Party in writing or (b) shall not have the Indemnifying Party has failed right to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter such claim or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent proceeding on behalf of the other Partysuch Indemnitee), which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify not, in connection with any one claim or proceeding, be liable for the Indemnified Person with respect to the settlement or judgmentfees and expenses of more than one separate firm of attorneys at any time for such Indemnitee.

Defense of Claims. An Indemnified Person seeking The Trust shall have the right to defend the Indemnitee in any Proceeding (except a Proceeding brought by the Indemnitee under Section 6.3 of this Agreement) which may give rise to indemnification hereunder; provided, however, that the Trust shall notify the Indemnitee of any such decision to defend within 15 calendar days following receipt of notice of any such Proceeding under this Article IX shall give written notice Section 3.1 above. Notwithstanding the foregoing sentence, if in a Proceeding to which the Indemnifying Party Indemnitee is a party by reason of the facts and circumstances giving rise Indemnitee’s Corporate Status, (a) the Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Trust, which approval shall not be unreasonably withheld, that he or she may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with other defendants in such Proceeding, (b) the claim. In Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Trust, which approval shall not be unreasonably withheld, that regard, if any Proceeding shall be brought an actual or asserted by any third party which, if adversely determined, would entitle apparent conflict of interest or potential conflict of interest exists between the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim Indemnitee and the facts pertaining thereto; provided that Trust, or (c) if the failure Trust fails to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and in a timely manner, the Indemnitee shall consult with be entitled to be represented by separate legal counsel of the Indemnified Person with respect thereto)Indemnitee’s choice, including the employment of counsel reasonably satisfactory subject to the Indemnified Person and prior approval of the payment Trust, which shall not be unreasonably withheld, at the expense of expenses; provided that the Trust. In addition, if the Trust fails to comply with any of its obligations under this Agreement or in the event that the Trust or any other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding shall to deny or to recover from the Indemnitee the benefits intended to be brought or asserted by any third party which, if adversely determined, would not entitle provided to the Indemnified Person to full indemnity pursuant to this Article IXIndemnitee hereunder, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person Indemnitee shall have the right to employ retain counsel separate from counsel employed by of the Indemnifying Party in any such action and Indemnitee’s choice, subject to participate in the defense thereofprior approval of the Trust, but the fees and expenses of such counsel employed by the Indemnified Person which shall not be unreasonably withheld, at the expense of the Indemnified Person unless Trust (a) subject to Section 6.4 of this Agreement), to represent the employment thereof has been specifically authorized by the Indemnifying Party Indemnitee in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of connection with any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgment.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice Indemnitee, not to be unreasonably withheld; provided, however, that the Indemnifying Party of the facts and circumstances giving rise shall pay or cause to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis paid all amounts arising out of such claim and settlement or judgment concurrently with the facts pertaining theretoeffectiveness thereof; provided provided, further, that the failure to so notify an Indemnifying Party shall not relieve be authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that would apply to any Indemnitee or to its conduct of business; and provided, further, that a condition to any such settlement shall be a complete release of such Indemnitee and its Affiliates, directors, officers, employees and agents with respect to such claim, including any reasonably foreseeable collateral consequences thereof. Such Indemnitee shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, directors, officers, employees and agents to, cooperate fully with the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control in the defense of such any claim or Proceeding (and shall consult with being defended by the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity Indemnifying Party pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesSection 10.4. If the Indemnifying Party elects to does not assume and control the defense of a Proceedingany claim or Proceeding resulting therefrom in accordance with the terms of this Section 10.4, such Indemnitee may defend against such claim or Proceeding in such manner as it will provide notice thereof within thirty (30) days reasonably may deem appropriate, including settling such claim or proceeding after the Indemnified Person has given giving reasonable notice of the matter and if same to the Indemnifying Party, on such terms as such Indemnitee may deem appropriate. If any Indemnifying Party seeks to question the manner in which such Indemnitee defended such claim or Proceeding is not a Joint Defense Proceedingor the amount of or nature of any such settlement, the Indemnified Person such Indemnifying Party shall have the right burden to employ counsel separate from counsel employed prove by the 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 Person shall be at the expense a preponderance of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party evidence that such Indemnitee did not defend such claim or Proceeding in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel a reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentprudent manner.

Defense of Claims. An Indemnified Person seeking If a party hereto seeks indemnification under this Article IX Section, such party (the "Indemnified Party") shall give written notice to the other party (the "Indemnifying Party Party") of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding suit, action, claim, liability or obligation (a "Proceeding") shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person Party to indemnity pursuant to this Article IXSection, the Indemnified Person Party shall within thirty (30) 30 days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person Party with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person Party and the payment of expenses; provided provided, however, that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person Party to full indemnity pursuant to this Article IXSection, the Indemnified Person Party may elect to participate in the a joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares shared equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) 30 days after the Indemnified Person Party has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person Party shall have the right to employ counsel separate from counsel employed by the 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 Person Party shall be at the expense of the Indemnified Person Party unless (ai) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (bii) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Personcounsel. Neither the Indemnified Person nor the The Indemnifying Party may consent to the entry shall not be liable for any settlement of any judgment with respect Proceeding, the defense of which it has elected to the matter or enter into any assume, which settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto is effected without the written consent of the other Indemnifying Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the written consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party has elected to assume, the Indemnifying Party shall indemnify the Indemnified Person Party with respect to the settlement or judgment. If the Indemnifying Party elects to assume and control the defense or in the event of a Joint Defense Proceeding, the Indemnified Party shall take all reasonable efforts necessary to assist the Indemnifying Party in such defense.

Defense of Claims. An Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "Indemnified Person seeking indemnification under this Article IX Party") shall give promptly notify the other party (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. If the Indemnified Party fails to provide the Indemnifying Party with such notice prior to the time at which the Indemnifying Party's ability to defend against such claim is irrevocably prejudiced by the failure to provide such notice, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such portion of the claim as to which the Indemnifying Party's ability to defend has been prejudiced by such failure. The Indemnifying Party may, upon written notice to the Indemnified Party within 30 calendar days of receipt of the notice specified in the first sentence of this paragraph, assume the defense of any such claim if the Indemnifying Party of the facts and circumstances giving rise acknowledges to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle Indemnified Party the Indemnified Person Party's right to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party hereto in respect of the same in writing, specifying in detail the basis entirety of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesclaim. If the Indemnifying Party elects to assume and control assumes the defense of a Proceedingany such claim, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any shall select counsel reasonably acceptable to the Indemnified Party to conduct the defense of such action and to participate claim, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by . If the Indemnifying Party shall have assumed the defense of any claim in writing or (b) accordance with this Section 7.3, the Indemnifying Party has failed shall be authorized to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to a settlement of, or the entry of any judgment with respect to the matter or enter into arising from, any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto such claim, without the prior written consent of the other Indemnified Party; PROVIDED, which consent HOWEVER, that the Indemnifying Party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; PROVIDED, FURTHER, that the Indemnifying Party shall not be unreasonably withheld (it being understood authorized to encumber any of the assets of the Indemnified Party or to agree to any restriction that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared would apply to the Indemnified Party, or to any other Party Buyer or Seller Indemnitee, as applicable, or to its conduct of business or to any other Buyer or Seller Indemnitee, as applicable, or to their conduct of business; AND PROVIDED, FURTHER, that a condition to any such settlement shall be considered in determining whether it is reasonable for such a complete release of the Indemnified Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both partiesclaim. If there The Indemnified Party shall be a settlement entitled to which participate in (but not control) the defense of any such action, with its own counsel and at its own expense. The Indemnified Party shall, and shall cause each of its Affiliates, officers, employees, consultants and agents and each other Buyer or Seller Indemnitee, as applicable, to, cooperate fully with the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which any claim pursuant to this Section 7.3. If the Indemnifying Party elected to assumedoes not assume the defense of any claim resulting therefrom in accordance with the terms of this Section 7.3, the Indemnified Party may defend against such claim in such manner as it may deem appropriate, including settling such claim after giving notice of the same to the Indemnifying Party shall indemnify Party, on such terms as the Indemnified Person with respect to the settlement or judgmentParty may deem appropriate.

Defense of Claims. An Any Indemnified Person seeking indemnification under this Article IX shall Party will give written prompt notice to the Indemnifying Party Parent Company of the facts and circumstances giving rise to the claim. In that regardany Claim made (including, if any Proceeding shall be brought or asserted without limitation, an audit by any third party whichtaxing authority), if adversely determinedof which such Indemnified Party is aware and with respect to which the Parent Company may have liability under the indemnification contained in Section 10.02, would entitle stating the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the nature and basis of such claim and Claim and, within ten days after receipt of any such notice, the facts pertaining thereto; provided Parent Company shall notify the Indemnified Party that the failure Parent Company shall, at its sole cost and expense, defend against any such Claim; PROVIDED, HOWEVER, that if at any time following the Parent Company's assumption of such defense, any Indemnified Party should determine that pursuing such defense is inadvisable, such Indemnified Party may waive its rights to indemnification with respect to such Claim and require the Parent Company to settle such Claim at the sole cost and expense of such Indemnified Party. If the Parent Company fails to so notify an Indemnifying each Indemnified Party, any one or more of the Indemnified Parties may, at the sole cost and expense of the Parent Company, defend any such Claim. In the event the Parent Company undertakes the defense of any Claim, it shall be entitled to be represented by counsel of its own choosing. The parties agree to render to each other such assistance as may reasonably be required in order to insure the proper and adequate defense of any such Claim. Except as otherwise expressly provided herein, the Parent Company shall have all of the Indemnified Parties' rights with respect to any Claim for which any Indemnified Party is indemnified pursuant to Sections 10.01 through 10.06, including, without limitation, the right to commence its own action or to compromise or settle such Claim; PROVIDED, HOWEVER, that any such Claim shall not relieve be settled or compromised by the Indemnifying Party of its obligations hereunder except Parent Company to the extent such failure shall have harmed settlement or compromise includes terms binding on any Indemnified Party without the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense prior written consent of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the 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 Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that withheld. None of the extent to which Indemnified Parties shall make any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry settlement or compromise of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected Claims covered by Section 10.02 without the prior written consent of both parties. If there the Parent Company, which consent shall not be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentunreasonably withheld.

Defense of Claims. An Any Buyer Indemnitee or Seller Indemnitee (the ----------------- "Indemnified Person Party") seeking indemnification under this Article IX Agreement shall give written notice to the Indemnifying party obligated to provide indemnification to such Indemnified Party of (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts and circumstances giving rise to any claim for indemnification hereunder promptly upon learning of the existence of such claim. In that regardUpon receipt by the Indemnitor of a Claim Notice from an Indemnified Party with respect to any claim of a third party, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall Indemnitor may assume and control the defense of such Proceeding (and shall consult thereof with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person Party and, in such event, shall agree to pay and otherwise discharge with the Indemnitor's own assets all judgments, deficiencies, damages, settlements, liabilities, losses, costs and legal and other expenses related thereto; and the payment of expenses; provided that Indemnified Party shall cooperate in the event any Proceeding defense or prosecution thereof and shall be brought or asserted by any third party whichfurnish such records, if adversely determinedinformation and testimony and attend all such conferences, would not entitle the Indemnified Person to full indemnity pursuant to this Article IXdiscovery proceedings, the Indemnified Person hearings, trials and appeals as may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesrequested in connection therewith. If the Indemnifying Party elects to Indemnitor does not assume and control the defense of a Proceedingthereof, it will provide notice thereof within thirty (30) days after the Indemnitor shall similarly cooperate with the Indemnified Person has given notice of the matter and if Party in such Proceeding is not a Joint Defense Proceeding, the defense or prosecution. The Indemnified Person Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereofor prosecution of any lawsuit with respect to which the Indemnitor has assumed the defense and to employ its own counsel therein, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person Party unless (ai) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ Indemnitor shall not have promptly employed counsel reasonably satisfactory to such Indemnified Party to take charge of the defense of such action or (ii) such Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry shall have reasonably concluded that there exists a significant conflict of any judgment interest with respect to the matter or enter into conduct of such Indemnified Party's defense by the Indemnitor, in either of which events such fees and expenses shall be borne by the Indemnitor and the Indemnitor shall not have the right to direct the defense of any settlement with respect such action on behalf of the Indemnified Party. The Indemnitor shall have the right, in its sole discretion, to settle any claim solely for monetary damages for which indemnification has been sought and is available hereunder, provided that the Indemnitor shall not agree to the matter settlement of any claim which judgment or constitutes the subject of a Claim Notice which settlement does not release in the other reasonable opinion of the Indemnified Party from all liability to would have an adverse continuing effect on the third party with respect thereto business of the Indemnified Party without the prior written consent of the other Indemnified Party. The Indemnified Party shall give written notice to the Indemnitor of any proposed settlement of any suit, which consent settlement the Indemnitor may, if it shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, have assumed the defense of the suit, reject in its reasonable judgment within 10 days of receipt of such notice. Notwithstanding the foregoing the Indemnified Party shall have the right to pay or settle any suit for which indemnification has been sought and is available hereunder, provided that, if the Indemnifying Party elected to assumedefense of such claim shall have been assumed by the Indemnitor, the Indemnifying Indemni fied Party shall indemnify the Indemnified Person with respect automatically be deemed to the settlement or judgmenthave waived any right to indemnification hereunder.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an The Indemnifying Party shall not relieve the Indemnifying Party of be entitled, in its obligations hereunder except sole discretion, to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding Claims at its expense with counsel of its selection provided (and shall consult with the Indemnified Person with respect thereto), including the employment i) it gives prompt Notice of counsel reasonably satisfactory its intention to do so to the Indemnified Person Indemnitee(s) and reimburses the payment Indemnitee(s) for the reasonable costs and expenses incurred by the Indemnitee(s) prior to the assumption by the Indemnifying Party of expenses; provided that such defense and (ii) such counsel is acceptable to the Indemnitee, in the event exercise of its reasonable judgment. Unless and until the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnitee(s) and assumes control of the defense of a claim, suit, action or proceeding in accordance with this Article 21, the Indemnitee(s) shall have the right, but not the obligation, to contest, defend and litigate, with counsel of its own selection, any Proceeding shall be brought or asserted Claims by any third party whichalleged or asserted against the Indemnitee(s) in respect of, if adversely determinedresulting from, would not entitle the Indemnified Person related to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense or arising out of such Proceeding (a "Joint Defense Proceeding") any matter for which the expenses of such joint defense will it is entitled to be shares equally by such parties indemnified hereunder, and the employment of counsel reasonable costs thereof shall be reasonably satisfactory subject to both parties. If the indemnification obligations of the Indemnifying Party elects to assume hereunder. Following the acknowledgment of the indemnification and control the assumption of the defense of a Proceeding, it will provide notice thereof within thirty (30) days after by the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense ProceedingIndemnifying Party, the Indemnified Person Indemnitee(s) shall have the right to employ its own counsel separate from and such counsel employed by the Indemnifying Party in any such action and to may participate in the defense thereofsuch Claims, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person such Indemnitee(s), when and as incurred, unless (ai) the employment thereof of counsel by such Indemnitee(s) has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnitee(s) have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnitee(s) in the conduct of the defense of such action, (iii) the Indemnitee(s) have reasonably concluded that counsel selected by the Indemnifying Party in writing is not acceptable or (biv) the Indemnitee(s) have reasonably concluded and specifically notified the Indemnifying Party has failed either that there may be specific defenses available to assume the defense and employ counsel reasonably satisfactory it that are different from or additional to the Indemnified Person. Neither the Indemnified Person nor those available to the Indemnifying Party may consent or that such Claims involves or could have a material adverse effect upon it beyond the scope of this Agreement. Notwithstanding anything to the entry contrary herein, the duties and obligations imposed on EPC Contractor under this Article 21 shall survive Final Completion hereunder or termination hereof until the expiration of any judgment the applicable statute of limitations or repose. The EPC Contractor’s Insurance coverage shall be primary insurance with respect to any other insurance or self-insurance programs maintained by the matter Client and or enter into any settlement with respect to applicable additional insureds, and such other insurance or self-insurance programs shall be noncontributory. If the matter which judgment or settlement does not release Client is damaged by the other Party from all liability to the third party with respect thereto without the consent failure of the other PartyEPC Contractor to purchase or maintain Insurance required hereunder, which consent then the EPC Contractor shall not be unreasonably withheld bear all reasonable costs (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is including reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentattorney’s fees and court costs) attributable thereto.

Defense of Claims. An Indemnified Person seeking No right to indemnification under this Article IX shall give be available unless the Party seeking indemnification (the “Indemnified Party”) shall have given to the Party obligated to provide indemnification (the "Indemnitor”) a written notice (a "Claim Notice”) describing in reasonable detail the facts giving rise to the Indemnifying Party any claim for indemnification hereunder promptly after receipt of knowledge of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of upon which such claim and the facts pertaining thereto; provided that the is based. A delay or failure to so notify an Indemnifying Party the Indemnitor shall not relieve the Indemnifying Party Indemnitor of its obligations hereunder except only to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Partyextent, if at all, that it so electsis prejudiced by reason of such delay or failure. Upon receipt by the Indemnitor of a Claim Notice from an Indemnified Party with respect to a claim of a third party, such Indemnitor shall assume and control the defense of such Proceeding (and shall consult thereof with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person Party, and the payment of expenses; provided that Indemnified Party shall cooperate in the event any Proceeding defense or prosecution thereof and shall be brought or asserted by any third party whichfurnish such records, if adversely determinedinformation, would not entitle the Indemnified Person to full indemnity pursuant to this Article IXand testimony and attend all such conferences, the Indemnified Person discovery proceedings, hearings, trials and appeals as may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesrequested by the Indemnitor in connection therewith. If the Indemnifying Party elects Indemnitor assumes such defense as provided above, then the Indemnitor shall have the right in its sole discretion, to assume settle any claim for which indemnification has been sought and control the defense of a Proceedingis available hereunder, it will provide notice thereof within thirty (30) days after provided the Indemnified Person has given notice Party is fully released from all known and unknown claims of such third party and the matter and if such Proceeding Indemnified Party is not a Joint Defense Proceedingobligated to perform any actions or pay any money on account of such settlement. If the Indemnitor does not assume such defense as provided above, then: (a) the Indemnified Person Party shall have the right to employ its own counsel separate from counsel employed by the Indemnifying Party in any such action case, and to participate in the defense thereof, but all of the fees and expenses of such counsel employed by shall be the responsibility of Indemnitor, who shall promptly reimburse the Indemnified Person Party fully for such expenses; and (b) the Indemnified Party shall be have the right, in its sole discretion, to settle any claim for which indemnification has been sought and is available hereunder, at the expense of Indemnitor, who xxxxxx agrees to promptly reimburse the Indemnified Person unless (a) the employment thereof has been specifically authorized Party all costs and expenses incurred by the Indemnifying Indemnified Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentsettlement.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice The Sublessor agrees to the Indemnifying Party notify any relevant Sublessee of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall claim made against it for which such Sublessee may be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity liable pursuant to this Article IXSECTION 16 and, if such Sublessee requests, to contest or allow such Sublessee to contest such claim. If any AESOP I Operating Sublease Event of Default shall have occurred and be continuing, no contest shall be required, and any contest which has begun shall not be required to be continued to be pursued, unless arrangements to secure the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis payment of such claim Sublessee's obligations pursuant to this Section 16 hereunder have been made and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel arrangements are reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding Sublessor. The Sublessor shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in settle any such action and to participate in the defense thereof, but the fees and expenses of claim without such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other PartySublessee's consent, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry withheld. Defense of any judgment or settlement with respect claim referred to such matter); provided that no settlement of a Joint Defense Proceeding in this SECTION 16 for which indemnity may be effected without required shall, at the consent option and request of both partiesthe Indemnified Person, be conducted by the relevant Sublessee. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify Such Sublessee will inform the Indemnified Person of any such claim and of the defense thereof and will provide copies of material documents relating to any such claim or defense to such Indemnified Person upon request. Such Indemnified Person may participate in any such defense at its own expense PROVIDED such participation does not interfere with respect such Sublessee's assertion of such claim or defense. Each Sublessee agrees that no Indemnified Person will be liable to such Sublessee for any claim caused directly or indirectly by the settlement inadequacy of any Vehicle leased by such Sublessee for any purpose or judgmentany deficiency or defect therein or the use or maintenance thereof or any repairs, servicing or adjustments thereto or any delay in providing or failure to provide such repairs, servicing or adjustments or any interruption or loss of service or use thereof or any loss of business, all of which shall be the risk and responsibility of such Sublessee. The rights and indemnities of each Indemnified Person hereunder are expressly made for the benefit of, and will be enforceable by, each Indemnified Person notwithstanding the fact that such Indemnified Person is either no longer a party to (or entitled to receive the benefits of) this Agreement, or was not a party to (or entitled to receive the benefits of) this Agreement at its outset. Except as otherwise set forth herein, nothing herein shall be deemed to require any Sublessee to indemnify the Sublessor for any of the Sublessor's acts or omissions which constitute gross negligence or willful misconduct. This general indemnity shall not affect any claims of the type discussed above which any Sublessee may have against the Manufacturer.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written Promptly after the receipt by any Genisys Shareholder of notice to the Indemnifying Party or discovery of the facts and circumstances any claim, damage or legal action or proceeding giving rise to indemnification rights under this Section 9.03, such Genisys Shareholder will give Xxxxxxxx-Xxxxxxxx written notice of such claim, damage, legal action or proceeding (for purposes of this Section 9.03, a "Claim") in accordance with this Section 9.03. Within seven days of delivery of such written notice, Xxxxxxxx-Xxxxxxxx may, with such Genisys Shareholder's written consent, which shall not be unreasonably withheld, at the claimexpense of Xxxxxxxx-Xxxxxxxx, elect to take all necessary steps properly to contest any Claim involving third parties or to prosecute or defend such Claim to conclusion or settlement. In that regardIf Xxxxxxxx-Xxxxxxxx makes the foregoing election, if then Xxxxxxxx-Xxxxxxxx will take all necessary steps to contest any Proceeding shall be brought such Claim or asserted by any third party whichto prosecute or defend such Claim to conclusion or settlement, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days and will notify the Indemnifying Party such Genisys Shareholder of the same in writingprogress of any such Claim, specifying in detail the basis of will permit such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of Genisys Shareholder, at its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Partyexpense, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in such prosecution or defense (PROVIDED, HOWEVER, that if a conflict of interest exists which would make it inappropriate, in the joint defense reasonable opinion of such Proceeding (a "Joint Defense Proceeding") Genisys Shareholder, for which the expenses same counsel to represent both such Genisys Shareholder and Xxxxxxxx-Xxxxxxxx in the resolution of such joint defense will be shares equally by Claim, then such parties Genisys Shareholder may retain separate counsel, and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of one such counsel employed by the Indemnified Person for all applicable Genisys Shareholders shall be borne by Xxxxxxxx-Xxxxxxxx rather than by any such Genisys Shareholder) and will provide such Genisys Shareholder with reasonable access to all relevant information and documents relating to the Claim and Xxxxxxxx-Xxxxxxxx'x prosecution or defense thereof. If Xxxxxxxx-Xxxxxxxx does not make such election, then such Genisys Shareholder shall be free to handle the prosecution or defense of any such Claim, will take all necessary steps to contest any such Claim involving third parties or to prosecute or defend such Claim to conclusion or settlement, will notify Xxxxxxxx-Xxxxxxxx of the progress of any such Claim, and will permit Xxxxxxxx-Xxxxxxxx, at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party Xxxxxxxx-Xxxxxxxx, to participate in writing such prosecution or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory will provide Xxxxxxxx-Xxxxxxxx with reasonable access to all relevant information and documents relating to the Indemnified PersonClaim and such Genisys Shareholder's prosecution or defense thereof. In either case, the party not in control of a Claim will fully cooperate with, and will cause its counsel, if any, to fully cooperate with, the other party in the conduct of the prosecution or defense of such Claim. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of party will compromise or settle any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto such Claim AGREEMENT AND PLAN OF MERGER - Page 29 without the written consent of either such Genisys Shareholder (if Xxxxxxxx-Xxxxxxxx defends the other PartyClaim) or Xxxxxxxx-Xxxxxxxx (if such Genisys Shareholder defends the Claim), which such consent shall not to be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentwithheld.

Defense of Claims. An Indemnified Person seeking Party shall give the Indemnifying Party written notice of any action, claim, suit or demand (a "Claim") of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder, within sixty (60) days of such determination, stating the amount of the Loss, if known, method of computation thereof, and in reasonable detail the factual basis of such Claim with a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations and Liabilities of the Indemnifying Party under this Article IX VIII with respect to Losses arising from claims of any third party that are subject to the indemnification provided for in this Article VIII ("Third Party Claims") shall be governed by and be contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party written notice of such Third Party Claim within thirty (30) days of the receipt by the Indemnified Party of notice of such Third Party Claim; provided, however, that the failure to provide such notice to the Indemnifying Party shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within ten (10) days of the facts and circumstances giving rise receipt of such notice from the Indemnified Party; provided, however, if such Claim seeks an injunction or other equitable relief against the Indemnified Party, subject to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to last sentence of this Article IXSection 8.3, the Indemnified Person Party shall have the right to participate in and jointly control the defense of any portion of such Claim and to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, which counsel shall be reasonably acceptable to the Indemnifying Party, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. If the Indemnifying Party elects and is entitled to compromise or defend such Claim, it shall within thirty (30) days (or sooner, if the nature of the Claim so requires) notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Indemnified Party of its obligations hereunder except intent to the extent such failure shall have harmed the Indemnifying Partydo so. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ separate counsel separate from counsel employed by the Indemnifying Party in any such action Claim and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person Party unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (bi) the Indemnifying Party has failed shall fail to assume the defense and employ counsel reasonably satisfactory to of such Claim as provided herein or (ii) the Indemnified PersonParty shall have been advised by such counsel that there is or is likely to develop a conflict of interest for counsel in representing both the indemnifying party and the indemnified party with respect to such Claim in which case the fees and expenses of counsel shall be borne by the Indemnifying Party. Neither the Indemnified Person nor If the Indemnifying Party elects not to compromise or defend such Claim or fails to notify the Indemnified Party of its election as herein provided, the Indemnified Party may consent pay, compromise or defend such Claim at the Indemnifying Party's expense, subject to the entry of any judgment limitations set forth in this Article VIII. Except as set forth in the immediately preceding sentence, the Indemnifying Party shall have no indemnification obligations with respect to any such Claim which shall be settled by the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Indemnified Party from all liability to the third party with respect thereto without the prior written consent of the other Party, Indemnifying Party (which consent shall not be unreasonably withheld (it being understood or delayed). The Indemnifying Party's right to direct the defense, if applicable, shall include the right to compromise or enter into an agreement settling any Claim by a third party; provided, that the extent to which any Party will be obligated to pay for Damages resulting from no such matter as compared to the other Party compromise or settlement shall be considered entered into without the prior written consent of the Indemnified Party (which may be withheld in determining whether it is reasonable for its sole discretion /unreasonably withheld) (i) if such Party to withhold its consent from the entry of any judgment compromise or settlement provides for injunctive or other nonmonetary or equitable relief affecting the Indemnified Party or (ii) if such compromise or settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a general release from any and all liability with respect to such matter); provided Claim. Notwithstanding the foregoing, in the event that no settlement of a Joint Defense Proceeding may be effected without the Indemnified Party withholds its consent of both parties. If there shall be to a settlement to proposal that involves nothing other than the payment of monetary damages for which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceedingwill be responsible, the defense of which Indemnified Party shall indemnify and hold harmless the Indemnifying Party elected to assume, against any Losses suffered by the Indemnifying Party shall indemnify as a result of the Indemnified Person with respect Party's withholding of its consent to such settlement proposal. The Indemnifying Party will make promptly any payment required to be made by it to the settlement or judgmentIndemnified Party under this Article VIII.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice Upon receipt of a Claim Notice from an ----------------- Indemnitee with respect to the Indemnifying any Third Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IXClaim, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure Indemnitor shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects right to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30and any related settlement negotiations) days after with counsel reasonably satisfactory to such Indemnitee and the Indemnified Person has given notice of the matter and if Indemnitee shall cooperate in all reasonable respects in such Proceeding is not a Joint Defense Proceeding, the Indemnified Person defense. The Indemnitee shall have the right to employ separate counsel separate from counsel employed by the Indemnifying Party at such Indemnitee's expense in any such action or claim and to participate in the defense thereof; provided, but however, that the reasonable fees and expenses of such counsel employed by the Indemnified Person Indemnitee shall be at the expense of the Indemnified Person unless (a) Indemnitor if such counsel is retained pursuant to the following sentence or if the employment thereof of such counsel has been specifically authorized in writing by the Indemnifying Party in writing or (b) Indemnitor. If the Indemnifying Party has failed Indemnitor does not notify the Indemnitee within 30 days after receipt of the Claim Notice of its intention to assume the defense and employ of such Third Party Claim, the Indemnitee shall have the right to defend the claim with counsel of its choosing reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent Indemnitor, subject to the entry right of the Indemnitor to assume the defense of any judgment with respect claim at any time prior to settlement or final determination thereof. Notwithstanding anything to the matter contrary contained in this Section 8.4, (i) the Indemnitee shall have the right to employ separate counsel at its own expense if there shall be available one or enter into any settlement with respect more defenses or one or more counterclaims available to the matter Indemnitee which judgment conflicts with one or settlement does not release the other Party from all liability more defenses or one or more counterclaims available to the third party with respect thereto without Indemnitor, and (:ii) the consent of the other Party, which consent Indemnitor shall not be unreasonably withheld entitled to control (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party but shall be considered entitled participate at its own expense in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matterdefense of); provided that no settlement of a Joint Defense Proceeding may be effected without , and the consent of both parties. If there Indemnitee shall be a settlement entitled to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceedinghave sole control over, the defense or settlement of any Third Party Claim to the extent such Third Party Claim seeks an order, injunction, non-monetary or other equitable relief against the Indemnitee which, if successful, could result in a material adverse effect upon the business, financial condition, results of operations or assets of the Indemnitee. The Indemnitee shall send a written notice to the Indemnitor of any proposed settlement of any claim, which settlement the Indemnifying Party elected Indemnitor may reject, in its reasonable judgment, within thirty (30) days of receipt of such notice. Failure to assumereject such notice within such thirty (30) days period shall be deemed an acceptance of such notice. Purchaser hereby agrees, on behalf of itself and, following the Closing, the Indemnifying Party Subsidiaries, that Seller shall indemnify have the Indemnified Person with respect right to assume the settlement or judgmentdefense of all items of litigation included within the Excluded Assets and Excluded Liabilities, and that counsels that have been retained to defend such items of litigation as of the Closing Date (all of whom have been disclosed to Purchaser) are reasonably acceptable to Purchaser.

Defense of Claims. An Any Buyer Indemnitee or Seller Indemnitee ----------------- (the "Indemnified Person Party") seeking indemnification under this Article IX Agreement shall ----------------- give written notice to the Indemnifying party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a ---------- notice (a "Claim Notice") describing in reasonable detail the facts giving rise ------------ to any claim for indemnification hereunder promptly upon learning of the facts and circumstances giving rise to the existence of such claim. In that regardUpon receipt by the Indemnitor of a Claim Notice from an Indemnified Party with respect to any claim of a third party, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall Indemnitor may assume and control the defense of such Proceeding (and shall consult thereof with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person Party and, in such event, shall agree to pay and otherwise discharge with the Indemnitor's own assets all judgments, deficiencies, damages, settlements, liabilities, losses, costs and legal and other expenses related thereto; and the payment of expenses; provided that Indemnified Party shall cooperate in the event any Proceeding defense or prosecution thereof and shall be brought or asserted by any third party whichfurnish such records, if adversely determinedinformation and testimony and attend all such conferences, would not entitle the Indemnified Person to full indemnity pursuant to this Article IXdiscovery proceedings, the Indemnified Person hearings, trials and appeals as may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesrequested in connection therewith. If the Indemnifying Party elects to Indemnitor does not assume and control the defense of a Proceedingthereof, it will provide notice thereof within thirty (30) days after the Indemnitor shall similarly cooperate with the Indemnified Person has given notice of the matter and if Party in such Proceeding is not a Joint Defense Proceeding, the defense or prosecution. The Indemnified Person Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereofor prosecution of any lawsuit with respect to which the Indemnitor has assumed the defense and to employ its own counsel therein, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person Party unless (ai) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ Indemnitor shall not have promptly employed counsel reasonably satisfactory to such Indemnified Party to take charge of the defense of such action or (ii) such Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry shall have reasonably concluded that there exists a significant conflict of any judgment interest with respect to the matter or enter into conduct of such Indemnified Party's defense by the Indemnitor, in either of which events such fees and expenses shall be borne by the Indemnitor and the Indemnitor shall not have the right to direct the defense of any settlement with respect such action on behalf of the Indemnified Party. The Indemnitor shall have the right, in its sole discretion, to settle any claim solely for monetary damages for which indemnification has been sought and is available hereunder, provided that the Indemnitor shall not agree to the matter -------- settlement of any claim which judgment or constitutes the subject of a Claim Notice which settlement does not release in the other reasonable opinion of the Indemnified Party from all liability to would have an adverse continuing effect on the third party with respect thereto business of the Indemnified Party without the prior written consent of the other Indemnified Party. The Indemnified Party shall give written notice to the Indemnitor of any proposed settlement of any suit, which consent settlement the Indemnitor may, if it shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, have assumed the defense of the suit, reject in its reasonable judgment within 10 days of receipt of such notice. Notwithstanding the foregoing the Indemnified Party shall have the right to pay or settle any suit for which indemnification has been sought and is available hereunder, provided that, if the Indemnifying Party elected to assumedefense of such claim shall have been -------- assumed by the Indemnitor, the Indemnifying Indemni-fied Party shall indemnify the Indemnified Person with respect automatically be deemed to the settlement or judgmenthave waived any right to indemnification hereunder.

Defense of Claims. An Indemnified Person seeking indemnification In connection with any claim which may give rise to indemnity under this Article IX shall give written notice to ARTICLE VIII resulting from or arising out of any claim or Proceeding against an Indemnitee by a Person that is not a party hereto, the Indemnifying Party of the facts and circumstances giving rise may (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice sent at any time to the claim. In that regardrelevant Indemnitee, assume the defense of any such claim or Proceeding if any the Indemnifying Party with respect to such claim or Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle acknowledges to the Indemnified Person Indemnitee the Indemnitee's right to indemnity pursuant hereto in respect of the entirety of such claim (as such claim may have been modified through written agreement of the parties or arbitration hereunder) and provide assurances, reasonably satisfactory to this Article IXsuch Indemnitee, the Indemnified Person shall within thirty (30) days notify that the Indemnifying Party of the same in writing, specifying in detail the basis of will be financially able to satisfy such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent in full if such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such claim or Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesis decided adversely. If the Indemnifying Party elects to assume and control assumes the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if any such Proceeding is not a Joint Defense claim or Proceeding, the Indemnified Person Indemnifying Party shall have select counsel reasonably acceptable to such Indemnitee to conduct the right to employ counsel separate from counsel employed by defense of such claim or Proceeding, shall take all steps reasonably necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Party in any such action and to participate in shall have assumed the defense thereofof any claim or Proceeding in accordance with this SECTION 8.05, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed shall be authorized to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, without the prior written consent of such Indemnitee; PROVIDED, HOWEVER, that the Indemnifying Party shall pay or cause to be paid all amounts arising out of such settlement or judgment either concurrently with respect the effectiveness thereof or shall obtain and deliver to such Indemnitees prior to the matter or enter into any execution of such settlement with respect to a general release executed by the matter which judgment or settlement does Person not release the other Party from all liability to the third a party with respect thereto without the consent of the other Partyhereto, which consent general release shall release such Indemnitee from any liability in such matter; PROVIDED, FURTHER, that the Indemnifying Party shall not be unreasonably withheld (it being understood authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that the extent would apply to which any Party will be obligated Indemnitee or to pay for Damages resulting from its conduct of business; and PROVIDED, FURTHER, that a condition to any such matter as compared to the other Party settlement shall be considered in determining whether it is reasonable for a complete release of such Party to withhold Indemnitee and its consent from the entry of any judgment or settlement Affiliates, officers, employees, consultants and agents with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both partiesclaim. If there Such Indemnitee shall be a settlement entitled to which participate in (but not control) the defense of any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which any claim or Proceeding being defended by the Indemnifying Party elected pursuant to assumethis SECTION 8.05. If the Indemnifying Party does not assume the defense of any claim or Proceeding resulting therefrom in accordance with the terms of this SECTION 8.05, such Indemnitee may defend against such claim or Proceeding in such manner as it may deem appropriate, including settling such claim or Proceeding after giving notice of the same to the Indemnifying Party, on such terms as such Indemnitee may deem appropriate. If the Indemnifying Party seeks to question the manner in which such Indemnitee defended such claim or Proceeding or the amount of or nature of any such settlement, the Indemnifying Party shall indemnify have the Indemnified Person with respect burden to prove by a preponderance of the settlement evidence that such Indemnitee did not defend such claim or judgmentProceeding in a reasonably prudent manner.

Defense of Claims. An If a claim for Losses (a "Claim") is to be made by a Buyer Indemnified Person seeking indemnification under this Article IX Party or a Sellers Indemnified Party (an "Indemnified Party"), such Indemnified Party shall give written notice to (a) Sellers, in the case of an indemnification claim pursuant to Section 7.2(a) or (b) Buyer, in the case of an indemnification claim pursuant to Section 7.2(b) (the "Indemnifying Party"), in either such case, as soon as practicable after such Indemnified Party becomes aware of the facts and circumstances giving any fact, condition or event which may reasonably give rise to the claim. In that regard, if any Proceeding shall Losses for which indemnification may be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to sought under this Article IXVII; provided, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writinghowever, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure of any Indemnified Party to so notify an Indemnifying Party give timely notice hereunder shall not relieve the Indemnifying Party of its obligations hereunder affect rights to indemnification hereunder, except to the extent such Indemnifying Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). If any Proceeding is filed or instituted by a third party making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, notice thereof shall be given to the Indemnifying Party as promptly as practicable; provided, however, that the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnifying Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). After receipt of such a notice of a Proceeding, the Indemnifying Party shall have harmed the right to defend the Indemnified Party against the Proceeding at the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense 's expense with counsel of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably its choice satisfactory to the Indemnified Person and Party, unless the payment nature of expenses; provided that in the event any Proceeding shall be brought Claim creates an ethical conflict or asserted by any third party which, if adversely determined, would not entitle otherwise makes it inadvisable for the same counsel to represent the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties Party and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects (including, without limitation, if there may be one or more legal defenses (x) available to assume and control the defense Indemnified Party which are not available to the Indemnifying Party or (y) available to the Indemnifying Party, the assertion of a Proceeding, it will provide notice thereof which would be adverse to the interests of the Indemnified Party) so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within thirty ten (3010) days after the Indemnified Person Party has given notice of the matter and if such claim or Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by that the Indemnifying Party in will indemnify the Indemnified Party from and against the entirety of any such action and to participate Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the defense thereofnature of, but the fees and expenses of such counsel employed or caused by the Indemnified Person shall be at Claim or raised in the expense of the Indemnified Person unless Proceeding, (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (bii) the Indemnifying Party has failed to assume provides the defense and employ counsel Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Person. Neither the Indemnified Person nor Party that the Indemnifying Party may will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding does not involve criminal liability and only involves a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding or consent to the entry of any judgment with respect related to such Proceeding without the matter prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with respect such Proceeding without giving prior written notice to the matter which judgment Indemnified Party. In all other cases the Indemnified Party may defend the claim or settlement does not release Proceeding with counsel of its choosing at the other Party from all liability to the third party with respect thereto without the consent expense of the other Indemnifying Party. The Indemnified Party may, which consent shall not be unreasonably withheld (it being understood that at its own cost, participate in the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry investigation, trial and defense of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which diligently defended by the Indemnifying Party consents or a final judgment for the plaintiff and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense in any Proceeding, notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunder, the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party elected to assume, and the Indemnifying Party shall indemnify have the Indemnified Person with respect right to participate therein at its own cost. Losses shall be paid within five (5) Business Days of the settlement or judgmentfinal determination of the merits and amount of a Claim.

Defense of Claims. An Indemnified Person seeking No right to indemnification under this Article IX shall give be available unless the Party seeking indemnification (the "Indemnified Party") shall have given to the Party obligated to provide indemnification (the "Indemnitor") a written notice (a "Claim Notice") describing in reasonable detail the facts giving rise to the Indemnifying Party any claim for indemnification hereunder promptly after receipt of knowledge of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of upon which such claim and the facts pertaining thereto; provided that the is based. A delay or failure to so notify an Indemnifying Party the Indemnitor shall not relieve the Indemnifying Party Indemnitor of its obligations hereunder except only to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Partyextent, if at all, that it so electsis prejudiced by reason of such delay or failure. Upon receipt by the Indemnitor of a Claim Notice from an Indemnified Party with respect to a claim of a third party, such Indemnitor shall assume and control the defense of such Proceeding (and shall consult thereof with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person Party, and the payment of expenses; provided that Indemnified Party shall cooperate in the event any Proceeding defense or prosecution thereof and shall be brought or asserted by any third party whichfurnish such records, if adversely determinedinformation, would not entitle the Indemnified Person to full indemnity pursuant to this Article IXand testimony and attend all such conferences, the Indemnified Person discovery proceedings, hearings, trials and appeals as may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesrequested by the Indemnitor in connection therewith. If the Indemnifying Party elects Indemnitor assumes such defense as provided above, then the Indemnitor shall have the right in its sole discretion, to assume ettle any claim for which indemnification has been sought and control the defense of a Proceedingis available hereunder, it will provide notice thereof within thirty (30) days after provided the Indemnified Person has given notice Party is fully released from all known and unknown claims of such third party and the matter and if such Proceeding Indemnified Party is not a Joint Defense Proceedingobligated to perform any actions or pay any money on account of such settlement. If the Indemnitor does not assume such defense as provided above, then: (a) the Indemnified Person Party shall have the right to employ its own counsel separate from counsel employed by the Indemnifying Party in any such action case, and to participate in the defense thereof, but all of the fees and expenses of such counsel employed by shall be the responsibility of Indemnitor, who shall promptly reimburse the Indemnified Person Party fully for such expenses; and (b) the Indemnified Party shall be have the right, in its sole discretion, to settle any claim for which indemnification has been sought and is available hereunder, at the expense of Indemnitor, who hereby agrees to promptly reimburse the Indemnified Person unless (a) the employment thereof has been specifically authorized Party all costs and expenses incurred by the Indemnifying Indemnified Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentsettlement.

Defense of Claims. An Indemnified Person seeking No right to indemnification under this Article IX 7 shall give written notice be available to any Buyer Indemnitee or any Seller Indemnitee (the “Indemnified Party”) unless such Indemnified Party shall have given to the Indemnifying Party obliged to provide indemnification of such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder promptly within thirty days after receipt of knowledge by officers or management personnel of the Indemnified Party of the facts and circumstances giving rise upon which such claim is based; provided, however, that the failure of any Indemnified Party to so notify the claim. In that regard, if Indemnitor shall not relieve the Indemnitor from any Proceeding shall be brought or asserted by any third party which, if adversely determined, liability it would entitle the Indemnified Person to indemnity otherwise have pursuant to this Article IX7, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that such failure to provide notice shall have harmed prejudice any defense or claim available to the Indemnifying PartyIndemnitor. The Indemnifying PartyUpon receipt by the Indemnitor of the Claim Notice from an Indemnified Party with respect to any claim of a third party, if it so elects, shall such Indemnitor may assume and control the defense of such Proceeding (and shall consult thereof with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person Party, and the payment of expenses; provided that Indemnified Party shall cooperate in the event any Proceeding defense or prosecution thereof and shall be brought or asserted by any third party whichfurnish such records, if adversely determinedinformation and testimony and attend all such conferences, would not entitle the Indemnified Person to full indemnity pursuant to this Article IXdiscovery proceedings, the Indemnified Person hearings, trials and appeals as may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesrequested in connection therewith. If the Indemnifying The Indemnified Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ its own counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereofcase, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person Party unless (a) the employment thereof has been specifically authorized by Indemnitor shall not have promptly employed counsel reasonably satisfactory to such Indemnified Party to take charge of the Indemnifying Party in writing defense of such action, or (b) the Indemnifying such Indemnified Party shall have reasonably concluded that there may be one or more legal defenses available to it, or to any other Indemnified Party who has failed to assume the defense and employ counsel reasonably satisfactory submitted a Claim Notice to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent Indemnitor, which are different from or additional to those available to the entry Indemnitor, in either of any judgment which events such fees and expenses shall be borne by the Indemnitor (but in no event shall the Indemnitor be required to pay the fees and expenses of more than one counsel employed by more than one Indemnified Party with respect to any claim) and the matter or enter into Indemnitor shall not have the right to direct the defense of any settlement with respect such action on behalf of the Indemnified Party. The Indemnified Party shall give written notice to the matter Indemnitor of any proposed settlement of any claim, which settlement the Indemnitor may reject in its reasonable judgment or settlement does within ten days of receipt of such notice. The Indemnitor shall have the right, in its sole discretion to settle any claim for monetary damages for which indemnification has been sought and is available hereunder. The indemnification provisions set forth in this Article 7 shall not release the other prevent either Party from all liability seeking any other equitable or legal relief which may be available to such Party in the third party with respect thereto without the consent event of a breach of this Agreement by the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgment.

Defense of Claims. An Indemnified Person seeking No right to indemnification under this Article IX Section 16 shall give written notice be available to any of Buyer's Indemnitee or Sellers' Indemnitee (the "Indemnified Party") unless such Indemnified Party shall have given to the Indemnifying party obliged to provide indemnification of such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claim for indemnification hereunder promptly after receipt of knowledge by officers or management personnel of the Indemnified Party of the facts and circumstances giving rise upon which such claim is based; provided, however, that the failure of any Indemnified Party to so notify the Indemnitor shall not relieve the Indemnitor from any indemnification liability it may have except to the claim. In extent that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify the Indemnitor materially prejudices the Indemnitor's ability to defend against such claim. Upon receipt by the Indemnitor of the Claim Notice from an Indemnifying Indemnified Party shall not relieve the Indemnifying Party with respect to any claim of its obligations hereunder except to the extent a third party, such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall Indemnitor may assume and control the defense of such Proceeding (and shall consult thereof with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person Party, and the payment of expenses; provided that Indemnified Party shall cooperate in the event any Proceeding defense or prosecution thereof and shall be brought or asserted by any third party whichfurnish such records, if adversely determinedinformation and testimony and attend all such REGISTRATION STATEMENT Page II-305 conferences, would not entitle the Indemnified Person to full indemnity pursuant to this Article IXdiscovery proceedings, the Indemnified Person hearings, trials and appeals as may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesrequested in connection therewith. If the Indemnifying The Indemnified Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ its own counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereofcase, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person Party unless (ai) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ Indemnitor shall not have promptly employed counsel reasonably satisfactory to such Indemnified Party to take charge of the defense of such action or (ii) such Indemnified Person. Neither the Party shall have reasonably concluded that there may be one or more legal defenses available to it, or to any other Indemnified Person nor the Indemnifying Party may consent who has submitted a Claim Notice to the entry Indemnitor, which are different from or additional to those available to the Indemnitor, in either of any judgment which events such fees and expenses shall be borne by the Indemnitor (but in no event shall the Indemnitor be required to pay the fees and expenses of more than one counsel employed by more than one Indemnified Party with respect to any claim) and the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent Indemnitor shall not be unreasonably withheld (it being understood that have the extent right to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, direct the defense of which any such action on behalf of the Indemnifying Party elected to assume, the Indemnifying Indemnified Party. The Indemnified Party shall indemnify the Indemnified Person with respect give written notice to the Indemnitor of any proposed settlement or judgmentof any claim, which settlement the Indemnitor may reject in its reasonable judgment within ten (10) days of receipt of such notice. The Indemnitor shall have the right, in its sole discretion, to settle any claim for monetary damages for which indemnification has been sought and is available hereunder.

Defense of Claims. An Indemnified Person seeking indemnification In connection with any claim which may give rise to indemnity under this Article IX shall give written notice to ARTICLE VIII resulting from or arising out of any claim or Proceeding against an Indemnitee by a person that is not a party hereto, the Indemnifying Party of the facts and circumstances giving rise may (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice sent at any time to the claim. In that regardrelevant Indemnitee, assume the defense of any such claim or Proceeding if any the Indemnifying Party with respect to such claim or Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle acknowledges to the Indemnified Person Indemnitee the Indemnitee's right to indemnity pursuant hereto in respect of the entirety of such claim (as such claim may have been modified through written agreement of the parties or arbitration hereunder) and provide assurances, reasonably satisfactory to this Article IXsuch Indemnitee, the Indemnified Person shall within thirty (30) days notify that the Indemnifying Party of the same in writing, specifying in detail the basis of will be financially able to satisfy such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent in full if such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such claim or Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesis decided adversely. If the Indemnifying Party elects to assume and control assumes the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if any such Proceeding is not a Joint Defense claim or Proceeding, the Indemnified Person Indemnifying Party shall have select counsel reasonably acceptable to such Indemnitee to conduct the right to employ counsel separate from counsel employed by defense of such claim or Proceeding, shall take all steps reasonably necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Party in any such action and to participate in shall have assumed the defense thereofof any claim or Proceeding in accordance with this SECTION 8.5, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed shall be authorized to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, without the prior written consent of such Indemnitee; PROVIDED, HOWEVER, that the Indemnifying Party shall pay or cause to be paid all amounts arising out of such settlement or judgment either concurrently with respect the effectiveness thereof or shall obtain and deliver to such Indemnitees prior to the matter or enter into any execution of such settlement with respect to a general release executed by the matter which judgment or settlement does person not release the other Party from all liability to the third a party with respect thereto without the consent of the other Partyhereto, which consent general release shall release such Indemnitee from any liability in such matter; PROVIDED, FURTHER, that the Indemnifying Party shall not be unreasonably withheld (it being understood authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that the extent would apply to which any Party will be obligated Indemnitee or to pay for Damages resulting from its conduct of business; and PROVIDED, FURTHER, that a condition to any such matter as compared to the other Party settlement shall be considered in determining whether it is reasonable for a complete release of such Party to withhold Indemnitee and its consent from the entry of any judgment or settlement affiliates, officers, employees, consultants and agents with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both partiesclaim. If there Such Indemnitee shall be a settlement entitled to which participate in (but not control) the defense of any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which any claim or Proceeding being defended by the Indemnifying Party elected pursuant to assumethis SECTION 8.5. If the Indemnifying Party does not assume the defense of any claim or Proceeding resulting therefrom in accordance with the terms of this SECTION 8.5, such Indemnitee may defend against such claim or Proceeding in such manner as it may deem appropriate, including settling such claim or Proceeding after giving notice of the same to the Indemnifying Party, on such terms as such Indemnitee may deem appropriate. If the Indemnifying Party seeks to question the manner in which such Indemnitee defended such claim or Proceeding or the amount of or nature of any such settlement, the Indemnifying Party shall indemnify have the Indemnified Person with respect burden to prove by a preponderance of the settlement evidence that such Indemnitee did not defend such claim or judgmentProceeding in a reasonably prudent manner.

Defense of Claims. An Indemnified Person seeking The Collateral Agent shall notify each Representative as promptly as is reasonably practicable of the written assertion of, or the commencement of, any claim, suit, action or proceeding filed against any Indemnitee arising out of any action or omission for which such Indemnitee is entitled to indemnification under this Article IX pursuant to Section 5.08(a) promptly after such Indemnitee shall give have received the written notice assertion or have been served with the summons or other first legal process giving information as to the Indemnifying Party nature and basis of the facts lawsuit. Each Lender shall be entitled to participate in and circumstances giving rise assume, at its own expense, the defense of any such claim, suit, action or proceeding, and such defense shall be conducted by counsel chosen by such Lender and reasonably satisfactory to the claim. In such Indemnitee, provided, however, that regard, (i) if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall Lender has not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control assumed the defense of such Proceeding claim, suit, action or proceeding, (and shall consult with ii) if the Indemnified Person with respect thereto), including attorneys handling the employment of counsel defense are not reasonably satisfactory to such Indemnitee, or (iii) if the Indemnified Person defendants in any such action include both such Indemnitee and the payment of expenses; provided Lenders and such Indemnitee shall have been advised by its counsel that there may be legal defenses available to it that are different from or additional to those available to the Lenders, which in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense reasonable opinion of such Proceeding (a "Joint Defense Proceeding") counsel are sufficient to make it undesirable for which the expenses of same counsel to represent both the Lenders and such joint defense will be shares equally by Indemnitee, such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person Indemnitee shall have the right to employ its own counsel separate in all such instances described in (i), (ii) or (iii) above, and shall be entitled to recover from counsel employed by the Indemnifying Party in any such action and proceeds received pursuant to participate in the defense thereof, but the Section 2.02 all reasonable fees and expenses of such counsel employed by counsel. If more than one Lender gives notice of assumption of defense, the Indemnified Person matter shall be at presented to all the expense of Lenders and, unless such Indemnitee receives notice from the Indemnified Person unless (a) Required Lenders specifying the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed Lender that is to assume the defense, such Indemnitee shall proceed itself with the defense. Except as provided above, the relevant Indemnitee’s right to recover its reasonable counsel fees and expenses from proceeds received pursuant to Section 2.02 shall cease upon any Lender’s assumption of the defense of the claim, suit, action or proceeding. Each Lender and employ counsel reasonably satisfactory the relevant Indemnitee is always entitled to the Indemnified Persondefend itself at its own expense. Neither the Indemnified Person Lenders nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into relevant Indemnitee shall be bound by any settlement with respect to the matter which judgment or settlement does not release entered into by the other Party from all liability to the third party with respect thereto parties without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentparty’s consent.

Defense of Claims. An Indemnified Person seeking After receipt by CORE or Purchaser of notice of the existence of any claim made or threatened by a third party, to which the indemnification under this Article IX obligations hereunder apply, CORE shall give written notice thereof to Founder and Sellers, but the omission to so notify Founder and Sellers will not relieve Founder and Sellers from any liability except to the Indemnifying Party extent that Founder and Sellers shall have been materially prejudiced as a result of the facts failure in giving such notice. Such notice shall state the information then available regarding the amount and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis nature of such claim and shall specify the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party provision or provisions of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for Agreement under which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesliability or obligation is asserted. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty ten (3010) days after the Indemnified Person has given receiving such notice, Founder or any Seller gives written notice of the matter to CORE stating that he or it disputes and if intends to defend against such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right claim at Founder or Seller's own cost and expense (subject to employ counsel separate from counsel employed by the 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 Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, CORE which consent shall not be unreasonably withheld (it being understood that the extent to but which any Party will consent may be obligated conditional upon bonding or other evidence of ability to pay for Damages resulting from upon a judgment) provided Seller's or Founder's counsel in such matter defense is acceptable to CORE, then CORE shall make no payment on such claim as compared long as Seller is conducting a good faith and diligent defense. Notwithstanding anything herein to the other Party contrary, CORE and Purchaser shall at all times have the right to fully participate in such defense at CORE's and Purchaser's own expense directly or through counsel; provided, however, if the named parties to the action include both (i) any Seller or Founder and (ii) Purchaser or CORE and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of one separate counsel for CORE or Purchaser shall be considered in determining whether it paid by Founder and Sellers. If no timely notice of intent to dispute and defend is reasonable for given by any Seller or Founder, or if such Party diligent good faith defense is not being or ceases to withhold its consent from be conducted, after written notice to Founder and Sellers and the entry failure of any judgment Seller to initiate or settlement with respect to conduct such matter); provided that no settlement a defense within ten (10) days after such notice, CORE, at the expense of a Joint Defense Proceeding may be effected without the consent of both parties. If there Founder and Sellers, shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, undertake the defense of which such claim, liability or expense, and shall have the Indemnifying Party elected right to assumecompromise or settle the same. If such claim, liability or expense is one that by its nature cannot be defended solely by a Founder or Seller then CORE and Purchaser shall make available all information and assistance that Founder or Sellers may reasonably request and shall cooperate with the Indemnifying Party Founder or Sellers in such defense provided, Founder or Sellers shall indemnify the Indemnified Person with respect to the settlement or judgmentreimburse CORE and Purchaser for their costs and expenses in providing such assistance.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an The Indemnifying Party shall not relieve have 30 business days after receipt of the Indemnifying Party of Litigation Notice to notify the Claimant that it acknowledges its obligations hereunder except obligation to indemnify and hold harmless the Claimant with respect to the extent such failure shall have harmed Indemnity Loss set forth in the Indemnifying Party. The Indemnifying Party, if Litigation Notice and that it so elects, shall assume elects to conduct and control the defense of such Proceeding (and shall consult with the Indemnified Person any legal or administrative action or suit with respect theretoto an indemnifiable claim (the "Election Notice"), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control gives a Disagreement Notice or does not give the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceedingforegoing Election Notice, the Indemnified Person Claimant shall have the right to employ defend, contest, settle, or compromise such action or suit in the exercise of its exclusive discretion. If the Indemnifying Party gives the foregoing Election Notice, the Indemnifying Party shall have the right to undertake, conduct, and control, through counsel separate from counsel employed by of its own choosing and at its sole expense, the conduct and settlement of such action or suit, and the Claimant shall cooperate with the Indemnifying Party in connection therewith; provided, however, that (a) the Indemnifying Party shall not thereby consent to the imposition of any such action and injunction against the Claimant without the written consent of the Claimant; (b) the Indemnifying Party shall permit the Claimant to participate in such conduct or settlement through counsel chosen by the defense thereofClaimant, but the fees and expenses of such counsel employed shall be borne by the Indemnified Person Claimant except as provided in clause (c) below; and (c) upon a determination of such action or suit, the Indemnifying Party shall be at promptly reimburse the expense Claimant, to the extent required under this Article V, for the full amount of any Indemnity Loss incurred by the Claimant except for fees and expenses of counsel that the Claimant incurred after the assumption of the Indemnified Person unless (a) the employment thereof has been specifically authorized conduct and control of such action or suit by the Indemnifying Party in writing good faith; (d) the Claimant shall have the right to pay or (b) settle any such action or suit, provided that in such event the Claimant shall waive any right to indemnity therefor by the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with no amount in respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party thereof shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgment.claimed as an Indemnity Loss under this Article V.

Defense of Claims. An Indemnified Person seeking indemnification (a) In connection with any claim which may give rise to indemnity under this Article IX shall give resulting from or arising out of any claim or Proceeding against an Indemnitee by a Person that is not a party hereto, the Indemnifying Party may, subject to Section 9.04(b), assume the defense of any such claim or Proceeding (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, if all Indemnifying Party of the facts and circumstances giving rise Parties with respect to such claim or Proceeding jointly acknowledge to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person Indemnitee its right to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party hereto in respect of the same in writing, specifying in detail the basis entirety of such claim (as such claim may have been modified through written agreement of the parties or arbitration hereunder) and the facts pertaining thereto; provided provides assurances, reasonably satisfactory to such Indemnitee, that the failure Indemnifying Parties will be financially able to so notify an Indemnifying Party shall not relieve satisfy such claim in full if such claim or Proceeding is decided adversely. If the Indemnifying Party Parties assume the defense of its obligations hereunder except to the extent any such failure shall have harmed claim or Proceeding, the Indemnifying Party. The Indemnifying Party, if it so elects, Parties shall assume and control select counsel reasonably acceptable to such Indemnitee to conduct the defense of such Proceeding (claim or Proceeding, shall take all steps necessary in the defense or settlement thereof and shall consult with at all times diligently and promptly pursue the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesresolution thereof. If the Indemnifying Party elects to assume and control Parties shall have assumed the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such any claim or Proceeding is not a Joint Defense Proceedingin accordance with this Section 9.04, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the 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 Person Parties shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to a settlement of, or the entry of any judgment with respect to the matter arising from, any such claim or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto Proceeding, without the prior written consent of such Indemnitee; provided, however, that the other PartyIndemnifying Parties shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; provided, which consent further, that the Indemnifying Parties shall not be unreasonably withheld (it being understood authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that the extent would apply to which any Party will be obligated Indemnitee or to pay for Damages resulting from its conduct of business; and provided, further, that a condition to any such matter as compared to the other Party settlement shall be considered in determining whether it is reasonable for a complete release of such Party to withhold Indemnitee and its consent from the entry of any judgment or settlement Affiliates, officers, employees, consultants and agents with respect to such matterclaim. Subject to Section 9.04(b); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there , such Indemnitee shall be a settlement entitled to which the Indemnifying Party consents or a final judgment for the plaintiff participate in any Proceeding, (but not control) the defense of which any such action, with its own counsel and at its own expense and the Indemnifying Party elected Parties shall provide such Indemnitee with reasonable access to assumeall materials relating to the defense of the action and otherwise cooperate with such Indemnitee and its counsel in connection with the Indemnitee's participation in such defense. Each Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Party shall indemnify Parties in the Indemnified Person defense of any claim or Proceeding being defended by the Indemnifying Parties pursuant to this Section 9.04. If the Indemnifying Parties do not assume the defense of any claim or Proceeding resulting therefrom in accordance with respect to the settlement terms of this Section 9.04(a), such Indemnitee may defend against such claim or judgmentProceeding.