Common use of Defense of Claims Clause in Contracts

Defense of Claims. The Company will be entitled to participate in the defense of any Indemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee will conclude that there may be one or more legal defenses available to Indemnitee 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 will 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 will 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 will 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 will 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.

Defense of Claims. The Company will Bank shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company Bank to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both (A) the Company Bank or any subsidiary of the Bank and (B) the Indemnitee, and the Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him that are different from or in addition to those available to the Company, Bank or any subsidiary of the Bank or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 CompanyBank’s expense. The Company will Bank shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the CompanyBank’s prior written consent. The Company will Bank shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company Bank nor the Indemnitee will shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreement.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest or such a conflict is likely to arise, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both (A) the Company or any subsidiary of the Company and (B) the Indemnitee, and the Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses or counterclaims available to Indemnitee him that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailingprevailing or the Company has failed to timely assume such defense, then the Indemnitee will 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 will shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by the Company. The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable ClaimClaim and does not impose any expense, judgment, fine, penalty or limitation on the Indemnitee. Neither the Company nor the Indemnitee will shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by Tennessee law, the Company’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Company that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 2 of this Agreement.

Defense of Claims. The Company will Bank shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company Bank to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest or such a conflict is likely to arise, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both (A) the Company Bank or any subsidiary of the Bank and (B) the Indemnitee, and the Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses or counterclaims available to Indemnitee him that are different from or in addition to those available to the Company, Bank or any subsidiary of the Bank or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailingprevailing or the Bank has failed to timely assume such defense, then the Indemnitee will 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 CompanyBank’s expense. The Company will Bank shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by the Bank. The Bank shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the CompanyBank’s prior written consent. The Company will Bank shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable ClaimClaim and does not impose any expense, judgment, fine, penalty or limitation on the Indemnitee. Neither the Company Bank nor the Indemnitee will shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by Tennessee law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreement.

Defense of Claims. The Company will shall be entitled to participate participate, at its own expense, in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and the Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him or her that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee will shall unreasonably withhold its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee.

Defense of Claims. The Company will Lessee or its insurers shall have the right (in each such case at the Lessee's sole expense) to investigate or, provided that (i) the 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 Lessee, no Payment Default or Event of Default shall have occurred and be continuing or shall arise at any time during the claim 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, defend any such claim covered by insurance for which indemnification is sought pursuant to this Article 9 and each Indemnitee shall cooperate with the Lessee or its insurers with respect thereto, and provided, further, the Lessee shall not be entitled to participate in assume and control the defense of any Indemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory such claim if and to the Indemnitee; provided extent (A) such Indemnitee reasonably objects to such control on the ground that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictmaterial conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel or on the grounds that such proceeding involves the potential imposition of criminal liability on such Indemnitee or (B) such proceeding will involve any material danger of the sale, forfeiture or loss of, or the creation of any Lien on the Aircraft or the Trust Estate (bunless the Lessee posts a bond or other security reasonably acceptable in form and substance to such Indemnitee) the named parties in or involve any material risk of civil liability to such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee will conclude that there may be one or more legal defenses available to Indemnitee that are different from or in addition to those available for which it is not indemnified hereunder. Subject to the Companyimmediately foregoing sentence, where the Lessee or (c) any the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to such representation by a claim, no additional legal fees or expenses of such counsel would Indemnitee in connection with the defense of such claim shall be precluded under indemnified hereunder unless the applicable standards fees or expenses were incurred at the written request of professional conduct then prevailing, then Indemnitee will be entitled the Lessee or such insurers. Subject to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect the requirement of any particular Indemnifiable Claim) policy of insurance applicable to a claim, an Indemnitee may participate at its own expense at any judicial proceeding controlled by the Company’s expense. The Company will not be liable Lessee or its insurers pursuant 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 will preceding provisions, to the extent that such party's participation does not, in the opinion of the independent counsel appointed by the 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 this Section 9.06. No Indemnitee shall enter into any settlement or other compromise with respect to any claim described in this Section 9.06 without the prior written consent of the IndemniteeLessee, effect which consent shall not unreasonably be withheld or delayed, unless such Indemnitee waives its right to be indemnified under this Article 9 with respect to such claim. The Lessee shall not enter into any settlement of any threatened or pending Indemnifiable Claim compromise which the Lessee has not agreed to discharge or with respect to which the Lessee has not agreed to indemnify such Indemnitee isto such Indemnitee's satisfaction or which admits any criminal violation, gross negligence or could have been, a party unless such settlement solely involves willful misconduct on the payment part of money and includes a complete and unconditional release of any Indemnitee without the Indemnitee from all liability on any claims that are the subject matter prior written consent of such Indemnifiable Claim. Neither the Company nor Indemnitee will 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.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and the Indemnitee, and the Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him or her that are different from or in addition to those available to the Company or such subsidiary of the Company, or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee will shall unreasonably withhold withhold, condition or delay its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. In no event shall the Indemnitee be required to waive, prejudice or limit attorney-client privilege or work-product protection or other applicable privilege or protection.

Defense of Claims. The Company will Corporation shall be entitled to participate in the defense of any Indemnifiable Proceeding or Claim or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company Corporation to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Proceeding or Claim (including any impleaded parties) include both the Company Corporation and Indemnitee and Indemnitee will conclude shall conclude, based on the advice of counsel, that there may be one or more legal defenses available to Indemnitee him/her that are different from or in addition to those available to the CompanyCorporation, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee will 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 Proceeding or Claim) at the CompanyCorporation’s expense. The Company will Corporation shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened Proceeding or pending Indemnifiable Claim effected without the CompanyCorporation’s prior written consent. The Company will Corporation shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened Proceeding 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 Proceeding or Claim. Neither the Company Corporation nor Indemnitee will shall unreasonably withhold its consent to any proposed settlement; provided provided, that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Company Lessee or its insurers shall have the right (in each such case at the Lessee's sole expense) to investigate, defend (and control the defense of) any such claim for which indemnification is sought pursuant to this Article 7 (so long as Lessee has agreed in writing reasonably acceptable to the relevant Indemnitee that Lessee is liable to such Indemnitee for any Expenses relating to or arising out of the claim for which indemnification is sought, provided that Lessee will not be so liable to the extent that it is reasonably determined that one or more of the exclusions contained in Section 7.01(b) would be applicable to such claim) and each Indemnitee shall cooperate with the Lessee or its insurers with respect thereto, PROVIDED THAT, without limiting the right of the Lessee's insurers to assume and control the defense of or to compromise, any such claim, the Lessee shall not be entitled to participate in assume and control the defense of or compromise any Indemnifiable Claim such claim (A) during the continuance of any Event of Default arising under Sections 16(a), (b), (f), (g) or to assume (h) of the defense thereofLease, with counsel reasonably satisfactory to the Indemnitee; provided that (B) if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, material conflict of interest exists making it advisable in the good faith opinion of such Indemnitee (b) on the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee will conclude that there may be one or more legal defenses available to Indemnitee 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 basis of prevailing standards of professional conduct then prevailing, then responsibility) for such Indemnitee will to be entitled to retain represented by separate counsel or if such proceeding involves the potential imposition of criminal liability on such Indemnitee or (but not more than one law firm plusC) if such proceeding will involve any non-de minimis risk of the sale, if applicableforfeiture or loss of, local counsel in respect or the creation of any particular Indemnifiable ClaimLien (other than Permitted Liens) on the Aircraft or the Trust Estate (unless the Lessee posts a bond or other security reasonably acceptable in form and substance to such Indemnitee) or involve any risk of criminal liability to such Indemnitee. Subject to the immediately foregoing sentence, where the Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to such a claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be indemnified hereunder unless the fees or expenses were incurred at the Company’s expensewritten request of the Lessee or such insurers. The Company will 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 Lessee or its insurers pursuant to the preceding provisions, to the extent that such party's participation does not, in the reasonable opinion of the independent counsel appointed by the Lessee or its insurers to conduct such proceedings, interfere with the defense of such claim (it being agreed that the making of copies, giving notice of proceedings and the like shall not be liable considered interference); and such participation shall not constitute a waiver of the indemnification provided in this Section 7.03. No Indemnitee shall enter into any settlement or other compromise with respect to Indemnitee under any claim described in this Agreement for Section 7.03 (other than any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company will not, claim involving potential criminal liability) without the prior written consent of the IndemniteeLessee, effect unless such Indemnitee waives its right to be indemnified under this Article 7 with respect to such claim or unless an Event of Default under Section 16(a), 16(f), 16(g) or 16(h) of the Lease is continuing. The Lessee shall not enter into any settlement of any threatened or pending Indemnifiable Claim compromise with respect to which the Lessee has not agreed to indemnify such Indemnitee isto such Indemnitee's satisfaction or which admits any criminal violation, gross negligence or could have been, a party unless such settlement solely involves willful misconduct on the payment part of money and includes a complete and unconditional release of any Indemnitee without the Indemnitee from all liability on any claims that are the subject matter prior written consent of such Indemnifiable Claim. Neither the Company nor Indemnitee will 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.

Defense of Claims. The Company will Bank shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company Bank to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both (A) the Company Bank or any subsidiary of the Bank and (B) the Indemnitee, and the Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him that are different from or in addition to those available to the Company, Bank or any subsidiary of the Bank or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 CompanyBank’s expense. The Company will Bank shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the CompanyBank’s prior written consent. The Company will Bank shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company Bank nor the Indemnitee will shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by California law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreement.

Defense of Claims. The Company will shall be entitled to participate in assume the defense of any Indemnifiable Claim or to assume the defense thereofClaim, with counsel reasonably satisfactory to the Indemnitee, and after such counsel has been retained the Company will not be liable to Indemnitee for any fees of other counsel subsequently accrued by Indemnitee in connection therewith; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including without limitation any impleaded parties) include both the Company and Indemnitee and Indemnitee will shall conclude that there may be one or more legal defenses available to Indemnitee 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 will 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. If the Company assumes the defense of any Indemnifiable Claim and Indemnitee is not entitled to retain separate counsel at the Company’s expense pursuant to the immediately preceding sentence, Indemnitee shall be entitled to retain counsel at Indemnitee’s own expense and participate therein. If the Company does not assume the defense of an Indemnifiable Claim, the Company shall be entitled to participate therein. The Company will 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 will 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 (i) such settlement solely involves the payment of money (and such payment is not a fine) 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 without an admission of liability or wrongdoing on the part of Indemnitee and (ii) the Company shall have agreed Indemnitee is entitled to indemnification hereunder in respect of such Indemnifiable Claim. Neither the Company nor Indemnitee will 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.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both (A) the Company or any subsidiary of the Company and (B) the Indemnitee, and the Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee will shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by Florida law, the Company’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Company that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 2 of this Agreement.

Defense of Claims. The Company Lessee or its insurers shall have the right (in each such case at the Lessee's sole expense) to investigate, defend (and control the defense of) any such claim for which indemnification is sought pursuant to this Article 7 (so long as Lessee has agreed in writing reasonably acceptable to the relevant Indemnitee that Lessee is liable to such Indemnitee for any Expenses relating to or arising out of the claim for which indemnification is sought, provided that Lessee will not be so liable to the extent that it is reasonably determined that one or more of the exclusions contained in Section 7.01(b) would be applicable to such claim) and each Indemnitee shall cooperate with the Lessee or its insurers with respect thereto, PROVIDED THAT, without limiting the right of the Lessee's insurers to assume and control the defense of or to compromise, any such claim, the Lessee shall not be entitled to participate in assume and control the defense of or compromise any Indemnifiable Claim such claim (A) during the continuance of any Event of Default arising under Sections 16(a), (b), (f), (g) or to assume (h) of the defense thereofLease, with counsel reasonably satisfactory to the Indemnitee; provided that (B) if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, material conflict of interest exists making it advisable in the good faith opinion of such Indemnitee (b) on the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee will conclude that there may be one or more legal defenses available to Indemnitee 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 basis of prevailing standards of professional conduct then prevailing, then responsibility) for such Indemnitee will to be entitled to retain represented by separate counsel or if such proceeding involves the potential imposition of criminal liability on such Indemnitee or (but not more than one law firm plusC) if such proceeding will involve any non-de minimis risk of the sale, if applicableforfeiture or loss of, local counsel in respect or the creation of any particular Indemnifiable ClaimLien (other than Permitted Liens) on the Aircraft or the Trust Estate (unless the Lessee posts a bond or other security reasonably acceptable in form and substance to such Indemnitee) or involve any risk of criminal liability to such Indemnitee. Subject to the immediately foregoing sentence, where the Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to such a claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be indemnified hereunder unless the fees or expenses were incurred at the Company’s expensewritten request of the Lessee or such insurers. The Company will 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 Lessee or its insurers pursuant to the preceding provisions, to the extent that such party's participation does not, in the reasonable opinion of the independent counsel appointed by the Lessee or its insurers to conduct such proceedings, interfere with the defense of such claim (it being agreed that the making of copies, giving notice of proceedings and the like shall not be liable considered interference); and such participation shall not constitute a waiver of the indemnification provided in this Section 7.03. No Indemnitee shall enter into any settlement or other compromise with respect to Indemnitee under any claim 40 described in this Agreement for Section 7.03 (other than any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company will not, claim involving potential criminal liability) without the prior written consent of the IndemniteeLessee, effect unless such Indemnitee waives its right to be indemnified under this Article 7 with respect to such claim or unless an Event of Default under Section 16(a), 16(f), 16(g) or 16(h) of the Lease is continuing. The Lessee shall not enter into any settlement of any threatened or pending Indemnifiable Claim compromise with respect to which the Lessee has not agreed to indemnify such Indemnitee isto such Indemnitee's satisfaction or which admits any criminal violation, gross negligence or could have been, a party unless such settlement solely involves willful misconduct on the payment part of money and includes a complete and unconditional release of any Indemnitee without the Indemnitee from all liability on any claims that are the subject matter prior written consent of such Indemnifiable Claim. Neither the Company nor Indemnitee will 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.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and the Indemnitee and the Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him or her that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect enter into any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee will shall unreasonably withhold its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both (A) the Company or any subsidiary of the Company and (B) the Indemnitee, and the Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him or her that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee will shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a such complete and unconditional release of the Indemnitee. To the fullest extent permitted by Delaware law, the Company’s assumption of the defense of a Claim pursuant to this Section 10 will constitute an irrevocable acknowledgement by the Company that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 2 of this Agreement.

Defense of Claims. The Company will Indemnitor shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company Indemnitor to represent Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company Indemnitor or any subsidiary of Indemnitor and Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him or her that are different from or in addition to those available to the Company, Indemnitor or any subsidiary of Indemnitor or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee will 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 CompanyIndemnitor’s expense. The Company will Indemnitor shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the CompanyIndemnitor’s prior written consent. The Company will Indemnitor shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company Indemnitor nor Indemnitee will shall unreasonably withhold withhold, condition or delay its or his or her 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. In no event shall Indemnitee be required to waive, prejudice or limit attorney client privilege or work product protection or other applicable privilege or protection.

Defense of Claims. The Company will be entitled Notwithstanding anything to participate the contrary contained in this Lease, if any claim, action or proceeding is brought against a party for a matter covered by an indemnification by the defense of any Indemnifiable Claim other party which is contained in this Lease, then: (a) the indemnifying party shall defend such claim, action or to assume the defense thereof, with proceeding by counsel selected by such indemnifying party and reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation with indemnified party (counsel selected by Indemnitee, that (a) for the use insurance company of counsel chosen by the Company such indemnifying party being deemed to represent Indemnitee would present such counsel with an actual or potential conflictbe satisfactory), (b) the named parties indemnified party shall be obligated to cooperate in any the defense of such Indemnifiable Claim (including any impleaded parties) include both the Company claim, action or proceeding, and Indemnitee and Indemnitee will conclude that there may be one or more legal defenses available to Indemnitee that are different from or in addition to those available to the Company, or (c) the indemnifying party shall not settle any such representation claim, action or proceeding without the approval of the indemnified party (such approval not to be unreasonably withheld or delayed). Notwithstanding any provision of this Lease to the contrary, in no event shall any mortgagee, or any purchaser of Landlord's interests in the Premises at a foreclosure of any applicable mortgage (a "Transferee"), have any obligations or liabilities (financial or otherwise) on account of any representation, warranty, or indemnification obligation of Landlord with respect to Hazardous Substances, asbestos, or other environmental laws, claims or liabilities, whether expressly stated as such or subsumed within general obligations to comply with laws or preserve the benefits of Tenant's use and enjoyment of the Premises (collectively, "Environmental Obligations"); provided, that upon any Transferee succeeding to the interests of the Landlord in the Premises, such Transferee shall be subject to the Environmental Obligations then applicable under the terms of the Lease to the extent (and only to the extent) that the same arise from substances or conditions on the Premises caused to be introduced or created by such counsel Transferee during the period in which such Transferee shall hold the Landlord's interests in the Premises. Nothing in the preceding sentence shall be construed to limit Tenant's right to assert claims or obtain remedies against the Landlord having originally failed to perform Environmental Obligations, if Tenant would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee will otherwise be entitled to retain separate counsel (but do so pursuant to the Lease and if such claims or remedies do not more than one law firm plus, if applicable, local counsel in respect involve termination of any particular Indemnifiable Claim) at the Company’s expense. The Company will 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 will not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which the Indemnitee isLease, or could have beenoffsets against rent payable to, a party unless such settlement solely involves or the payment assertion of money and includes a complete and unconditional release of the Indemnitee from all liability on claims against, any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee will 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 IndemniteeMortgagee or Transferee.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and the Indemnitee and the Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee will shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by Nevada law, the Company’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Company that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 2 of this Agreement.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Indemnifiable Claim threatened or pending action, suit, proceeding or claim in respect of which the Indemnitee requests indemnification hereunder or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee believes, after consultation with counsel selected by the Indemnitee, that (a) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim action, suit, proceeding or claim (including any impleaded parties) include both the Company and the Indemnitee and the Indemnitee will shall conclude that there may be one or more legal defenses available to Indemnitee him 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 prevailingprevailing or (d) any such representation could be reasonably expected to increase Indemnitee’s risk of liability, then the Indemnitee will 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 Claimaction, suit, proceeding or claim) at the Company’s expense. The Company will 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 will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim action, suit, proceeding or 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 Claimaction, suit, proceeding or claim. Neither the Company nor The Indemnitee will shall not unreasonably withhold its consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that (A) the Company shall not be entitled, without the written consent of the Indemnitee, to assume the defense of any Claim by or in the right of the Company and (B) if the Indemnitee believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and the Indemnitee and the Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee will shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. In no event shall the Indemnitee be required to waive, prejudice or limit attorney-client privilege or work-product protection or other applicable privilege or protection. To the fullest extent permitted by applicable law, the Company’s assumption of the defense of a Claim pursuant to this Section 16 will constitute an irrevocable acknowledgement by the Company that any Indemnifiable Expenses incurred by or for the account of the Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 2 of this Agreement. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for herein is held by a court of competent jurisdiction to be unavailable to Indemnitee in whole or in part, it is agreed that, in such event, the Company shall, to the fullest extent permitted by law, contribute to the payment of all of the Indemnitee’s loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by or on behalf of Indemnitee in connection with any action, suit or proceeding, including any appeals, in an amount that is just and equitable in the circumstances.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; Indemnitee; provided that if the Indemnitee believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and the Indemnitee and the Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee will shall unreasonably withhold its or his consent to any proposed settlement; settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by Nevada law, the Company’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Company that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 2 of this Agreement.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and the Indemnitee and the Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him or her that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee will shall unreasonably withhold its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereofthereof (with reasonable participation by the Indemnitee), with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee 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, or (d) Indemnitee concludes that such counsel has failed, or is failing, to adequately protect the interests of the Indemnitee after written notice to such counsel and the Company explaining in reasonable detail the basis for such conclusion, then Indemnitee will 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 will shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to which Event that the Indemnitee is, is or could have been, been a party to, unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee will shall unreasonably withhold its or his or her 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.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and the Indemnitee and the Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee will shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by Florida law, the Company’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Company that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 2 of this Agreement.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both (A) the Company or any subsidiary of the Company and (B) the Indemnitee, and the Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee will shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina law, the Company’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Company that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 2 of this Agreement.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim or Event or, in its sole discretion, to assume the defense thereofof such Claim, with counsel reasonably satisfactory to the Indemnitee; provided provided, however, that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (ai) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him or her that are different from or in addition to those available to the Company, or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee will 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 will shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee will shall unreasonably withhold its or his or her 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.

Defense of Claims. The Company will be entitled If, within ten (10) days after giving a Notice of Claim regarding a Claim to participate in the defense of any Indemnifiable Claim or Indemnitor pursuant to Section 16.2(b), the Indemnitee receives Notice from such Indemnitor that the Indemnitor has elected to assume the defense thereofof such Claim as provided in the last sentence of Section 16.2(b), with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee will conclude that there may be one or more legal defenses available to Indemnitee 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 will 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 Indemnitor will not be liable to Indemnitee under this Agreement for any amounts legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that if the Indemnitor fails to take reasonable steps necessary to defend diligently such Claim within ten (10) days after receiving Notice from the Indemnitee that the Indemnitee believes the Indemnitor has failed to take such steps, or if the Indemnitor has not undertaken fully to indemnify the Indemnitee in respect of all Indemnifiable Events relating to the matter, the Indemnitee may assume its own defense, and the Indemnitor will be liable for all reasonable costs or expenses, including attorneys’ fees, paid or incurred in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consentconnection therewith. The Company will not, without Without the prior written consent of the Indemnitee, effect the Indemnitor will not enter into any settlement of any threatened Claim which would lead to liability or pending Indemnifiable Claim to create any financial or other obligation on the part of the Indemnitee for which the Indemnitee isis not entitled to indemnification hereunder; provided, or could have beenhowever, a party unless such that the Indemnitor may accept any settlement solely involves without the payment of money and includes a complete and unconditional release consent of the Indemnitee from all if such settlement provides a full release to the Indemnitee and no requirement that the Indemnitee acknowledge fault or culpability. If a firm offer is made to settle a Claim without leading to liability or the creation of a financial or other obligation on any claims the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder and the Indemnitor desires to accept and agrees to such offer, the Indemnitor will give Notice to the Indemnitee to that are effect. If the subject matter Indemnitee fails to consent to such firm offer within ten (10) calendar days after its receipt of such Indemnifiable Claim. Neither Notice, the Company nor Indemnitee will unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent continue to any contest or defend such Claim and, in such event, the maximum liability of the Indemnitor to such Claim will be the amount of such settlement that does not provide a complete offer, plus reasonable costs and unconditional release expenses paid or incurred by the Indemnitee up to the date of Indemniteesuch Notice.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Indemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee reasonably believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee will shall conclude that there may be one or more legal defenses available to Indemnitee 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 will 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. After notice from the Company to Indemnitee of its election to assume the defense of any such Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided in the prior sentence. The Company will 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 will 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 will 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.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both (A) the Company or any subsidiary of the Company and (B) the Indemnitee, and the Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee will shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by Delaware law, the Company’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Company that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 2 of this Agreement.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and the Indemnitee, and the Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him or her that are different from or in addition to those available to the Company or such subsidiary of the Company, or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailingconduct, then the Indemnitee will shall be entitled to retain separate counsel (but not more than one separate law firm plus, if applicable, separate local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event to which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee will shall unreasonably withhold withhold, condition or delay its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee or that admits misconduct by the Indemnitee or materially limits the Indemnitee’s future activities. In no event shall the Indemnitee be required to waive, prejudice or limit attorney-client privilege or work-product protection or other applicable privilege or protection.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and the Indemnitee, and the Indemnitee and Indemnitee will conclude concludes that there may be one or more viable legal defenses available to Indemnitee him or her that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee will shall unreasonably withhold its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Indemnifiable Claim threatened or pending action, suit, proceeding or claim in respect of which the Indemnitee requests indemnification under this Agreement or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee believes, after consultation with counsel selected by the Indemnitee, that (a) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim action, suit, proceeding or claim (including any impleaded parties) include both the Company and the Indemnitee and the Indemnitee will shall conclude that there may be one or more legal defenses available to Indemnitee [him/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 prevailingprevailing or (d) any such representation could be reasonably expected to increase the Indemnitee’s risk of liability, then the Indemnitee will 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 Claimaction, suit, proceeding or claim) at the Company’s expense. The Company will 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 will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim action, suit, proceeding or 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 Claimaction, suit, proceeding or claim. Neither the Company nor The Indemnitee will shall not unreasonably withhold its consent to any proposed settlement; , provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both (A) the Company or any subsidiary of the Company and (B) the Indemnitee, and the Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him or her that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee will shall unreasonably withhold its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by Delaware law, the Company’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Company that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 2 of this Agreement.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Indemnifiable Claim Proceedings or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee believes, after consultation with counsel selected by the Indemnitee, that (a) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (b) the named parties in any such Indemnifiable Claim Proceedings (including any impleaded parties) include both the Company (or any of its subsidiaries or any Enterprise) and the Indemnitee and the Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him that are different from or in addition to those available to the Company, Company (or any of its subsidiaries or any Enterprise) or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 ClaimProceedings) at the Company’s expense. The Company will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim Proceedings effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to Proceedings which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable ClaimProceedings. Neither the Company nor the Indemnitee will shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by Cayman Islands law, the Company’s assumption of the defense of a Proceedings pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Company that all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his behalf in connection therewith are indemnifiable by the Company under this Agreement.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both (A) the Company or any subsidiary of the Company and (B) the Indemnitee, and the Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee will shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by Delaware law, the Company’s assumption of the defense of a Claim pursuant to this Section 14 will constitute an irrevocable acknowledgement by the Company that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 2 of this Agreement.

Defense of Claims. The Company will be entitled Cable shall have 25 days after receipt of either notice referred to participate in Section 9.3 hereof to notify the defense of Buyer that it elects to conduct and control any Indemnifiable Claim legal or administrative action or suit with respect to assume an indemnifiable claim. If Cable and the defense thereofCompanies do not give such notice, with counsel reasonably satisfactory the Buyer shall have the right to the Indemnitee; provided that if Indemnitee believesdefend, after consultation with counsel selected by Indemniteecontest, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictand, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee will conclude that there may be one or more legal defenses available to Indemnitee 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 will 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 will 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 will not, without only upon the prior written consent of the IndemniteeCable and the Companies, effect settle or compromise such action or suit and the Cable and the Companies shall, upon request from the Buyer, promptly pay the Buyer in accordance with the other terms of this Article IX the amount of any individual Indemnity Loss resulting from its liability to the third party claimant in excess if $75,000.00. If Cable and the Companies give such notice, they shall have the right to undertake, conduct and control, through counsel of their own choosing and at its sole expense, the conduct and settlement of such action or suit, and the Buyer shall cooperate with Cable and the Companies in connection therewith; provided, however, that (i) Cable and the Companies shall not thereby consent to the imposition of any threatened or pending Indemnifiable Claim to which injunction against the Indemnitee is, or could have been, a party unless such settlement solely involves Buyer without the payment of money and includes a complete and unconditional release written consent of the Indemnitee from all liability on any claims that are Buyer, (ii) Cable and the subject matter Companies shall permit the Buyer to participate in such conduct or settlement through counsel chosen by the Buyer, but the fees and expenses of such Indemnifiable Claimcounsel shall be borne by the Buyer except as provided in clause (iii) below, and (iii) upon a final determination of such action or suit, Cable and the Companies shall agree promptly to reimburse to the extent required under this Article IX the Buyer for the full amount of any Indemnity Loss resulting from such action or suit and all reasonable and related expenses incurred by the Buyer, except fees and expenses of counsel for the Buyer incurred after the assumption of the conduct and control of such action or suit by Cable and the Companies. Neither So long as Cable and the Company nor Indemnitee will unreasonably withhold its consent Companies are contesting any such action in good faith, the Buyer shall not pay or settle any such action or suit. Notwithstanding the foregoing, the Buyer shall have the right to pay or settle any proposed settlement; such action or suit, provided that Indemnitee may withhold consent in such event the Buyer shall waive any right to any settlement that does not provide a complete indemnity therefor from Cable and unconditional release of Indemniteethe Companies and no amount in respect thereof shall be claimed as an Indemnity Loss under this Article IX.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Indemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee will shall conclude that there may be one or more legal defenses available to Indemnitee 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 will 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 will 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 will 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 Indemnitee(without any admission of fault of Indemnitee) from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee will 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 (without any admission of fault of Indemnitee).

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (ai) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him or her that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee will 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 will shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event to which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee will shall unreasonably withhold its or his or her 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. To the fullest extent permitted by Nevada law, the Company’s assumption of the defense of a Claim pursuant to this Section 14 will constitute an irrevocable acknowledgement by the Company that any Expenses incurred by or for the account of Indemnitee in connection therewith are indemnifiable by the Company under Section 2.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both (A) the Company or any subsidiary of the Company and (B) the Indemnitee, and the Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee will shall unreasonably withhold its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by the laws of the state of Delaware, the Company’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Company that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 2 of this Agreement.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and the Indemnitee, and the Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him or her that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 's expense. The Company will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s 's prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee will shall unreasonably withhold its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both (A) the Company or any subsidiary of the Company and (B) the Indemnitee, and the Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee will shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by California law, the Company’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Company that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 2 of this Agreement.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and the Indemnitee and Indemnitee will conclude in good faith concludes that there may be one or more legal defenses available to Indemnitee him or her that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event in which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable ClaimClaim and does not ascribe any wrongdoing to the Indemnitee. Neither the Company nor the Indemnitee will shall unreasonably withhold or delay its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee or ascribes any wrongdoing to the Indemnitee.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and the Indemnitee, and the Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him or her that are different from or in addition to those available to the Company or such subsidiary of the Company, or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailingconduct, then the Indemnitee will shall be entitled to retain separate counsel (but not more than one separate law firm plus, if applicable, separate local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event to which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee will shall unreasonably withhold withhold, condition or delay its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee [or that admits misconduct by the Indemnitee or materially limits the Indemnitee’s future activities]. In no event shall the Indemnitee be required to waive, prejudice or limit attorney-client privilege or work-product protection or other applicable privilege or protection.

Defense of Claims. The Company will be entitled to participate in In the defense event any action, suit or proceeding is brought against Landlord by reason of any Indemnifiable Claim such occurrence, Tenant, upon Landlord’s request, will at Tenant’s expense resist and defend such action, suit or proceeding, or cause the same to assume the defense thereof, with be resisted and defended by counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected designated either by Indemnitee, that (a) the use of counsel chosen Tenant or by the Company insurer whose policy covers the occurrence. Landlord agrees that it shall not enter into any settlement with respect to represent Indemnitee would present such counsel with an actual any claim covered by the indemnity set forth in this Article 14 or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee will conclude that there may be one or more legal defenses available to Indemnitee 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 other Section of professional conduct then prevailing, then Indemnitee will 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 will not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected Lease without the CompanyTenant’s prior written consent. The Company will , unless (i) Landlord believes in its good faith judgment that its exposure or liability with respect to such claim is likely to be substantially higher than the amount for which the claim is proposed to be settled, and (ii) Landlord has determined, in its reasonable discretion, that Tenant may not, at the time such claim is likely to be resolved (absent such settlement), have the financial wherewithal to perform such indemnity. If, based upon the foregoing, Landlord agrees not to enter into a settlement of a particular claim, then Tenant shall, at Landlord’s request, execute a reaffirmation acknowledging that, as between Tenant and Landlord, the indemnity provided in this Article 14 shall cover the applicable claim. If Tenant fails or refuses to execute and deliver such reaffirmation to Landlord promptly after Landlord’s request therefor, then notwithstanding anything in this Section 14.5 to the contrary, Landlord shall have the right to settle the applicable claim on terms acceptable to Landlord. If Landlord settles or compromises a claim without the Tenant’s prior written consent and the conditions set forth in (i) and (ii) do not apply, then Tenant shall not be obligated to provide indemnification for the particular claim that is the subject of the Indemnitee, effect claim or compromise under this Article 14 or other applicable Section of this Lease. If Landlord or any settlement other indemnified party obtains recovery from a third party 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 amounts that are Tenant has paid to them pursuant to the subject matter indemnity set forth in this Article 14 or such other Section of the Lease, then Landlord or such other indemnified party, as applicable, shall promptly pay to Tenant the amount of such Indemnifiable Claimrecovery up to the amount that Tenant previously paid. Neither The obligations of Tenant and Landlord under this Section arising by reason of any occurrence taking place during the Company nor Indemnitee will unreasonably withhold its consent to Term shall survive any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release termination of Indemniteethis Lease.

Defense of Claims. The Company will Upon receipt by Indemnitor of a notice from Indemnitee with respect to any claim of a third party against Indemnitee, and acknowledgment by Indemnitor (whether after resolution of a dispute or otherwise) of Indemnitee's right to indemnification hereunder with respect to such claim, Indemnitor shall assume the defense of such claim with counsel reasonably satisfactory to Indemnitee and Indemnitee shall cooperate to the extent reasonably requested by Indemnitor in defense or prosecution thereof and shall furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trials and appeals as may be entitled reasonably requested by Indemnitor in connection therewith. If Indemnitor shall acknowledge Indemnitee's right to indemnification and elect to assume the defense of such claim, Indemnitee shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of Indemnitee. If Indemnitor has assumed the defense of any claim against Indemnitee, Indemnitor shall have the right to settle any claim for which indemnification has been sought and is available hereunder; provided that, to the extent that such settlement requires Indemnitee to take, or prohibits Indemnitee from taking, any action or purports to obligate Indemnitee, then Indemnitor shall not settle such claim without the prior written consent of Indemnitee. If Indemnitor does not assume the defense of a third party claim and disputes Indemnitee's right to indemnification, Indemnitor shall have the right to participate in the defense of any Indemnifiable Claim or to assume the defense thereofsuch claim through counsel of its choice, with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believesat Indemnitor's expense, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee shall have control over the litigation and Indemnitee will conclude that there may be one or more legal defenses available authority to Indemnitee that are different from or in addition resolve such claim subject 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 will 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 will 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 will 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 will 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 IndemniteeSection 5.03.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both (A) the Company or any subsidiary of the Company and (B) the Indemnitee, and the Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee will shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by California law, the Company’s assumption of the defense of a Claim pursuant to this Section 14 will constitute an irrevocable acknowledgement by the Company that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 2 of this Agreement. 15.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that that, if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (ai) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him or her that are different from or in addition to those available to the Company, or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee will 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 will shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event to which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee will shall unreasonably withhold or delay its or his 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.

Defense of Claims. The Company will be entitled to participate in the defense of any Indemnifiable Claim claim that may be subject to indemnification hereunder or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee reasonably believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (b) the named parties in any such Indemnifiable Claim claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee will shall reasonably conclude that there may be one or more legal defenses available to Indemnitee him that are different from or in addition to those available to the Company, Company or (c) any such representation by such counsel the Company would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee will 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 Claimclaim) at the Company’s expense. The Company will shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim claim that may be subject to indemnification hereunder effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim claim that may be subject to indemnification hereunder which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claimclaim. Neither the Company nor Indemnitee will shall unreasonably withhold its or his consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a such complete and unconditional release of Indemnitee. To the fullest extent permitted by Delaware law, the Company’s assumption of the defense of a claim pursuant to this Section 8 will constitute an irrevocable acknowledgement by the Company that any Expenses incurred by or for the account of Indemnitee in connection therewith are indemnifiable by the Company hereunder.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the IndemniteeDirector/Officer; provided that if Indemnitee Director/Officer believes, after consultation with counsel selected by IndemniteeDirector/Officer, that (ai) the use of counsel chosen by the Company to represent Indemnitee Director/Officer would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee Director/Officer and Indemnitee will conclude Director/Officer concludes that there may be one or more legal defenses available to Indemnitee him or her that are different from or in addition to those available to the Company, or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee will Director/Officer 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 's expense. The Company will shall not waive any privilege or right available to Director/Officer in any such Claim without Director/Officer's prior written consent. The Company shall not be liable to Indemnitee Director/Officer under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s 's prior written consent. The Company will shall not, without the prior written consent of the IndemniteeDirector/Officer, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, Director/Officer is or could have been, been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee Director/Officer from all liability on any all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee will Director/Officer shall unreasonably withhold its or his or her consent to any proposed settlement; provided that Indemnitee Director/Officer may withhold consent to any settlement that does not provide a complete and unconditional release of IndemniteeDirector/Officer. If Director/Officer is the subject of or is implicated in any way during any proceeding, the Company will share with Director/Officer any information it has turned over to any third parties concerning the investigation.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the IndemniteeDirector/Officer; provided that if Indemnitee Director/Officer believes, after consultation with counsel selected by IndemniteeDirector/ Officer, that (ai) the use of counsel chosen by the Company to represent Indemnitee Director/Officer would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee Director/Officer and Indemnitee will conclude Director/Officer concludes that there may be one or more legal defenses available to Indemnitee him or her that are different from or in addition to those available to the Company, or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee will Director/Officer 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 's expense. The Company will shall not waive any privilege or right available to Director/Officer in any such Claim without Director/Officer's prior written consent. The Company shall not be liable to Indemnitee Director/ Officer under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s 's prior written consent. The Company will shall not, without the prior written consent of the IndemniteeDirector/Officer, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, Director/Officer is or could have been, been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee Director/Officer from all liability on any all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee will Director/Officer shall unreasonably withhold its or his or her consent to any proposed settlement; provided that Indemnitee Director/Officer may withhold consent to any settlement that does not provide a complete and unconditional release of IndemniteeDirector/Officer. If Director/Officer is the subject of or is implicated in any way during any proceeding, the Company will share with Director/Officer any information it has turned over to any third parties concerning the investigation.

Defense of Claims. The Company will Subject to the provisions of applicable policies of directors’ and officers’ liability insurance, the Corporation shall be entitled to participate in the defense of any Indemnifiable Claim or to assume or lead the defense thereof, thereof with counsel reasonably satisfactory to the Indemnitee, at the Corporation’s expense; provided that if Indemnitee believesdetermines, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company Corporation to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company Corporation and Indemnitee and Indemnitee will shall conclude that there may be one or more legal defenses available to Indemnitee him or her that are different from or in addition to those available to the CompanyCorporation, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, or (d) Indemnitee has interests in the claim or underlying subject matter that are different from or in addition to those of other Persons against whom the Claim has been made or might reasonably be expected to be made, then Indemnitee will 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 ClaimClaim for all indemnitees in Indemnitee’s circumstances) at and the Company’s expensefull amount of any reasonable fees and expenses incurred by Indemnitee in connection with retaining such separate counsel and assuming its own defense of such Indemnifiable Claim shall be an Indemnifiable Loss subject to the provisions of this Agreement. The Company will Corporation 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 CompanyCorporation’s prior written consent. The Company will Corporation 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, is or could have been, 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 Corporation nor Indemnitee will 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.

Defense of Claims. The Company will Lessee or its insurers shall have the right (in each such case at the Lessee's sole expense) to investigate, defend (and control the defense of) any such claim for which indemnification is sought pursuant to this Article 7 and each Indemnitee shall cooperate with the Lessee or its insurers with respect thereto, provided that, without limiting the right of the Lessee's insurers to assume and control the defense of or to compromise, any such claim, the Lessee shall not be entitled to participate in assume and control the defense of or compromise any Indemnifiable Claim such claim (A) during the continuance of any Event of Default arising under Sections 16(a), (f), (g) or to assume (h) of the defense thereofLease, with counsel reasonably satisfactory to the Indemnitee; provided that (B) if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictmaterial conflict of interest exists making it advisable in the good faith opinion of such Indemnitee (on the basis of prevailing standards of professional responsibility) for such Indemnitee to be represented by separate counsel or if such proceeding involves the potential imposition of criminal liability on such Indemnitee or (C) if such proceeding will involve any non-de minimis risk of the sale, forfeiture or loss of, or the creation of any Lien (bother than Permitted Liens) on the named parties Aircraft, the Trust Indenture Estate or the Trust Estate (unless the Lessee posts a bond or other security reasonably acceptable in form and substance to such Indemnitee) or involve any risk of criminal liability to such Indemnitee and, in any such Indemnifiable Claim (including any impleaded parties) include both case, the Company and relevant Indemnitee and Indemnitee will conclude that there may be one or more legal defenses available to Indemnitee that are different from or will, in addition to those available good faith, undertake the defense of such claim at the expense of the Lessee. Subject to the Companyimmediately foregoing sentence, where the Lessee or (c) any the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to such representation by a claim, no additional legal fees or expenses of such counsel would Indemnitee in connection with the defense of such claim shall be precluded under indemnified hereunder unless the applicable standards fees or expenses were incurred at the written request of professional conduct then prevailing, then Indemnitee will be entitled the Lessee or such insurers. Subject to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect the requirement of any particular Indemnifiable Claim) policy of insurance applicable to a claim, an Indemnitee may participate at its own expense at any judicial proceeding controlled by the Company’s expense. The Company will Lessee or its insurers pursuant to the preceding provisions, to the extent that such party's participation does not, in the reasonable opinion of the independent counsel appointed by the Lessee or its insurers to conduct such proceedings, interfere with the defense of such claim (it being agreed that the making of copies, giving notice of proceedings and the like shall not be liable considered interference); and such participation shall not constitute a waiver of the indemnification provided in this Section 7.03. No Indemnitee shall enter into any settlement or other compromise with respect to Indemnitee under any claim described in this Agreement for Section 7.03 (other than any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company will not, claim involving potential criminal liability) without the prior written consent of the IndemniteeLessee, effect unless such Indemnitee waives its right to be indemnified under this Article 7 with respect to such claim. The Lessee shall not enter into any settlement of any threatened or pending Indemnifiable Claim compromise with respect to which the Lessee has not agreed to indemnify such Indemnitee isto such Indemnitee's satisfaction or which admits any criminal violation, gross negligence or could have been, a party unless such settlement solely involves willful misconduct on the payment part of money and includes a complete and unconditional release of any Indemnitee without the Indemnitee from all liability on any claims that are the subject matter prior written consent of such Indemnifiable Claim. Neither the Company nor Indemnitee will 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.

Defense of Claims. The Company will be entitled (a) If any claim or action by a third party arises after the Closing Date for which an Indemnitor is liable under the terms of this Agreement, then the Indemnitee shall notify the Indemnitor promptly after such claim or action arises and is known to participate the Indemnitee (provided no failure or delay in providing such notice shall impair Indemnitee’s right or Indemnitor’s obligations hereunder except to the extent such failure or delay has materially prejudiced Indemnitor’s ability to defend such claim or action), and, provided Indemnitor in writing accepts responsibility for indemnity hereunder, shall give the Indemnitor a reasonable opportunity: (i) to take part in any examination of any books and records; (ii) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee; (iii) to take all other required steps or proceedings to settle or defend any such claim or action; and (iv) to employ counsel to contest any such claim or action in the name of the Indemnitee or otherwise. If the Indemnitor wishes to assume the defense of such claim or action, it shall give written notice to the Indemnitee and within 10 days thereafter, Indemnitee shall permit, and Indemnitor shall thereafter assume, the defense of any Indemnifiable Claim such claim or to assume the defense thereofliability, with through counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present may participate in such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim defense (including any impleaded parties) include both the Company and Indemnitee and Indemnitee will conclude that there may be one or more legal defenses available to Indemnitee that are different from or involvement in addition to those available to the Companystrategic decisions, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee will be entitled to retain separate counsel (including but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claimlimited to public relations issues) at the Company’s its own expense. The Company will not be liable to Indemnitee under this Agreement for any amounts paid in Any such settlement of any threatened or pending Indemnifiable Claim effected without the Companyby Indemnitor shall require Indemnitee’s prior written consent. The Company will notconsent (which shall not be unreasonably withheld), without the prior written consent of the Indemniteeunless Indemnitee is being released in accordance with such settlement, 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 only the payment of money money, and includes a complete and unconditional release of Indemnitor has assumed sole responsibility for such payment. In addition, Indemnitee’s consent shall be required if such settlement would not require all adverse parties to maintain the Indemnitee from all liability on any claims that are the subject matter confidentiality of such Indemnifiable Claim. Neither the Company nor Indemnitee will unreasonably withhold its consent settlement and to refrain from making any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemniteepublic statements in connection therewith.

Defense of Claims. The Company will be entitled Stockholders may elect to participate in assume and control the defense of any Indemnifiable Claim or to assume Claim, including the defense thereof, with employment of counsel reasonably satisfactory to the Indemnitee; provided that Buyer Indemnified Parties and the payment of expenses related thereto, if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use Stockholders acknowledge their obligation to indemnify the Buyer Indemnified Parties for any Losses resulting from such Claim and provide reasonable evidence to the Buyer Indemnified Parties of counsel chosen by the Company their financial ability to represent Indemnitee would present satisfy such counsel with an actual or potential conflict, obligation; (b) the named parties in Claim does not seek to impose any such Indemnifiable Claim (including any impleaded parties) include both liability or obligation on the Company Buyer Indemnified Parties other than for money damages; and Indemnitee and Indemnitee will conclude that there may be one or more legal defenses available to Indemnitee that are different from or in addition to those available to the Company, or (c) any the Claim does not relate to the Buyer Indemnified Parties' relationship with their customers or employees. If such representation by such counsel would be precluded under conditions are satisfied and the applicable standards Stockholders elect to assume and control the defense of professional conduct then prevailinga Claim, then Indemnitee will be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claimi) at the Company’s expense. The Company Stockholders will not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable such Claim effected without the Company’s prior written consent. The Company will not, without the prior written consent of the IndemniteeStockholders, effect any settlement of any threatened or pending Indemnifiable which consent will not be unreasonably withheld; (ii) the Stockholders may settle such Claim to which without 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 consent of the Indemnitee from all liability on any claims that are Buyer Indemnified Parties; and (iii) the subject matter Buyer Indemnified Parties may employ separate counsel and participate in the defense thereof, but the Buyer Indemnified Parties will be responsible for the fees and expenses of such Indemnifiable counsel unless (A) the Stockholders have failed to adequately assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Buyer Indemnified Parties and the interests represented by the Stockholders that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Stockholders. If such conditions are not satisfied, the Buyer Indemnified Parties may assume and control the defense of the Claim. Neither the Company nor Indemnitee will unreasonably withhold its consent to any proposed settlement; provided that Indemnitee the Buyer Indemnified Parties may withhold not settle any such Claim without the consent of the Stockholders, which consent will not be unreasonably withheld, and further provided that the Stockholders are given a reasonable opportunity to any settlement that does not provide a complete and unconditional release of Indemniteeparticipate in such defense (at the Stockholders' expense).

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (ai) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him or her that are different from or in addition to those available to the Company, or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee will 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 's expense. The Company will shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s 's prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event in which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee will shall unreasonably withhold its or his or her 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.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (ai) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him or her that are different from or in addition to those available to the Company, or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee will 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 will shall not waive any privilege or right available to Indemnitee in any such Claim without Indemnitee’s prior written consent. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee will shall unreasonably withhold its or his or her 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. If Indemnitee is the subject of or is implicated in any way during any proceeding, the Company will share with Indemnitee any information it has turned over to any third parties concerning the investigation.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Indemnifiable Claim threatened or pending action, suit, proceeding or claim in respect of which the Indemnitee requests indemnification hereunder or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee believes, after consultation with counsel selected by the Indemnitee, that (a) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim action, suit, proceeding or claim (including any impleaded parties) include both the Company and the Indemnitee and the Indemnitee will shall conclude that there may be one or more legal defenses available to Indemnitee him 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 prevailingprevailing or (d) any such representation could be reasonably expected to increase the Indemnitee’s risk of liability, then the Indemnitee will 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 Claimaction, suit, proceeding or claim) at the Company’s expense. The Company will 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 will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim action, suit, proceeding or 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 Claimaction, suit, proceeding or claim. Neither the Company nor The Indemnitee will shall not unreasonably withhold its consent to any proposed settlement; , provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both (A) the Company or any subsidiary of the Company and (B) the Indemnitee, and the Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim effected Event which is effectuated without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee will shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by California law, the Company’s assumption of the defense of a Claim pursuant to this Section 13 will constitute an irrevocable acknowledgement by the Company that any Indemnifiable Expenses incurred by or for the account of the Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 2 of this Agreement.

Defense of Claims. The Company If any Claim by one of the Indemnified Parties arises out of a claim by a person other than one of the Indemnified Parties, the Indemnified Parties will be entitled promptly give notice to participate in the defense Indemnifying Parties (or the Indemnifying Parties) of any Indemnifiable Claim such Claim, and thereafter the Indemnifying Parties may, by written notice, undertake to conduct any proceedings or negotiations in connection therewith or necessary to assume defend the defense thereofIndemnified Parties and take all other steps or proceedings to settle or contest such claim, with counsel reasonably satisfactory to including, without limitation, the Indemniteeemployment of counsel; provided that if Indemnitee believesPROVIDED, after consultation with counsel selected by IndemniteeHOWEVER, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual Stockholder (or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee will conclude that there may be one or more legal defenses available to Indemnitee 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 will be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel ) shall not enter into any agreement in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company will not be liable to Indemnitee under this Agreement for any amounts paid in compromise or settlement of any threatened claim that could affect the Taxes attributable to any taxable period of the Company beginning on or pending Indemnifiable Claim effected without after the Company’s prior written consent. The Company will not, Closing Date without the prior written consent of Precept Transportation (which consent shall not be unreasonably withheld or delayed), and (b) the Indemnitee, effect any Indemnifying Parties shall reasonably consider the advice of the Indemnified Parties as to the defense and settlement of such claim and the Indemnified Parties shall have the right to participate, at their own expense, in such defense. Except as otherwise provided herein, control of such litigation and settlement shall remain with the Indemnifying Parties. The Indemnified Parties shall provide all reasonable cooperation in connection with any threatened such defense by the Indemnified Parties. Counsel and auditor fees, filing fees and court fees of all proceedings, contests or pending Indemnifiable Claim lawsuits with respect to which any such claim shall be borne by the Indemnitee isIndemnified Parties, or could have been, a party unless such settlement solely involves except that with respect to the payment litigation disclosed in paragraph 1 of money and includes a complete and unconditional release Section 3.13 of the Indemnitee from Disclosure Schedule, the Surviving Corporation shall be responsible for and promptly pay all liability on counsel, expert, filing and court fees relating thereto (whether incurred prior to or after the Closing Date) . In the event that the Stockholder and/or the Surviving Corporation receives any claims that are recovery in any of the subject matter litigations described in paragraphs 1, 2 or 3 of Section 3.13 of the Disclosure Schedule (whether by settlement, payment in respect of any judgment or otherwise), such recovery shall first be applied to reimburse the Stockholder and the Surviving Corporation for any and all expenses incurred by them in connection with such litigations (and if such recovery is insufficient to reimburse such expenses in their entirety, the amount thereof shall be allocated between the Stockholder and the Surviving Corporation PRO RATA in proportion to the amount of their respective expenses), and any recovery in excess of the amount of such Indemnifiable Claimexpenses shall be shared equally by the Stockholder and the Surviving Corporation. Neither If any such Claim is made hereunder and the Company nor Indemnitee will unreasonably withhold its consent Indemnifying Parties elect not to any proposed settlement; provided that Indemnitee may withhold consent undertake the defense thereof by written notice to any settlement that does not provide a complete and unconditional release the Indemnified Parties, the Indemnified Parties shall be entitled to indemnification with respect thereto pursuant to the terms of Indemniteethis Article VII.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and the Indemnitee, and the Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him or her that are different from or in addition to those available to the Company or any subsidiary of the Company, or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee will shall unreasonably withhold its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (ai) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him or her that are different from or in addition to those available to the Company, or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, or (iv) Indemnitee concludes that such counsel has failed, or is failing, to adequately protect the interests of the Indemnitee after written notice to such counsel and the Company explaining in reasonable detail the basis for such conclusion, then Indemnitee will 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 will shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to which Event that the Indemnitee is, is or could have been, been a party to, unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee will shall unreasonably withhold its or his or her 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.

Defense of Claims. The Company Company, STERIS and STERIS UK will be entitled to participate in the defense of any Indemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (ai) the use of counsel chosen by the Company Company, STERIS or STERIS UK to represent Indemnitee would present such counsel with an actual or potential conflict, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both (a) any of the Company Company, STERIS and STERIS UK, on the one hand, and (b) Indemnitee, on the other, and Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee that are different from or in addition to those available to the Company, STERIS or STERIS UK, as applicable, or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee will 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 Neither the Company nor STERIS nor STERIS UK will not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without without, as applicable, the Company’s, STERIS’s and STERIS UK’s prior written consent. The Company will not, and, to the extent it has assumed the defense of an Indemnifiable Claim pursuant to this Section 15, neither STERIS nor STERIS UK will have the right to, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which the Indemnitee is, or reasonably could have beenbeen expected to be, a party unless such settlement (a) solely involves the payment of money money, (b) does not include an admission of fault of Indemnitee, (c) does not materially adversely affect the Indemnitee’s defense in any other pending suit or proceeding involving the Company, STERIS or STERIS UK or any of their current or former directors and officers, and (d) includes a complete and unconditional release of the Indemnitee from all liability on for any claims Claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee will unreasonably withhold its consent to any proposed settlement nor will STERIS or STERIS UK have the right to unreasonably withhold its consent to any proposed settlement, to the extent it has assumed the defense of an Indemnifiable Claim pursuant to this Section 15; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee and provided further that the failure by the Company, STERIS or STERIS UK, on the one hand, or the Indemnitee., on the other, to respond to a proposed settlement for a period of more than ten consecutive business days will constitute unreasonably withholding consent. To

Defense of Claims. 38- (a) If any claim or Action by a third party arises after the Closing Date for which an Indemnitor may be liable to an Indemnitee under the terms of this Agreement, then Indemnitee shall notify such Indemnitor within a reasonable time after such claim or Action arises and is known to such Indemnitees, and shall give the Indemnitor a reasonable opportunity: (i) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend such Indemnitee; (ii) to take all other required steps or proceedings to settle or defend any such claim or Action; and (iii) to employ counsel to contest any such claim or Action in the name of Indemnitee or otherwise. The Company will expenses of all proceedings, contests or lawsuits with respect to such Actions shall be entitled borne by the Indemnitor. If the Indemnitor desires to participate assume the defense of such claim or Action, then such Indemnitor shall give written notice to the Indemnitee within 30 days after notice from the Indemnitee of such claim or Action (unless the claim or action reasonably requires a response in less than 30 days after the notice is given to such Indemnitor, in which event such Indemnitor shall notify Indemnitee at least 10 days prior to such reasonably required response date), and the Indemnitor shall thereafter assume the defense of any Indemnifiable Claim such claim or to assume the defense thereof, with Action through counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believesIndemnitees may participate in such defense at their own expense; further provided that, after consultation with counsel selected by IndemniteePurchaser shall have the sole right, that exercisable in good faith, to direct and control the defense (a) the use of counsel chosen whether or not assumed by the Company Parent Indemnitors) of any and all claims or Actions that involve a Government or other Person acting as a third party payor for health care services; and further provided that, any Indemnitee may refuse to represent Indemnitee would present permit its Indemnitor to assume the defense of any claim or Action with respect to which defense there exists a material conflict of interests between such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee will conclude that there may be one or more legal defenses available an Indemnitor as to Indemnitee 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 will 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 will 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 will 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 Claimthe claim or Action. Neither A difference of opinion concerning how much to pay a third party claimant, without more, shall not constitute a material conflict of interests between an Indemnitee and an Indemnitor for purposes of the Company nor Indemnitee will 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 Indemniteepreceding sentence.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both (A) the Company or any subsidiary of the Company and (B) the Indemnitee, and the Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him or her that are different from or in addition to those available to the Company or any subsidiary of the Company, or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee will shall unreasonably withhold its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by Delaware law, the Company’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgment by the Company that any Indemnifiable Expenses incurred by or for the account of the Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 2 of this Agreement.

Defense of Claims. The Company will Pursuant to the terms hereof, the ----------------- Borrower or its insurers shall have the right (in each such case at the Borrower's sole expense) to investigate, defend (and control the defense of) any such claim for which indemnification is sought pursuant to this Article 7 and each Indemnitee shall reasonably cooperate with the Borrower and its insurers with respect thereto, provided that, such right of the Borrower shall be subject -------- ---- to Borrower having acknowledged in writing its obligation to indemnify the Indemnitee in respect of such claim if the defense of such claim is unsuccessful (unless and to the extent it is determined during any related proceedings that any of the exclusions set forth in Section 7.01(b) are applicable to such claim); provided further that, without limiting the right of the Borrower's -------- ------- ---- insurers to assume and control the defense of or to compromise, any such claim, the Borrower shall not be entitled to participate in assume and control the defense of or compromise any Indemnifiable Claim or to assume such claim (A) during the defense thereofcontinuance of any Event of Default, with counsel reasonably satisfactory to the Indemnitee; provided that (B) if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictmaterial conflict of interest exists making it advisable in the good faith opinion of such Indemnitee (on the basis of prevailing standards of professional responsibility) for such Indemnitee to be represented by separate counsel or if such proceeding involves the potential imposition of criminal (or any non-de minimis risk of civil) liability on such Indemnitee (and, (b) the named parties in any such Indemnifiable Claim instance, Borrower shall pay the reasonable fees and expenses of Lender's counsel) or (including C) if such proceeding will involve any impleaded partiesnon-de minimis risk of the sale, forfeiture or loss of, or the creation of any Lien (other than Permitted Liens) include both on the Company Engines (unless the Borrower posts a bond or other security reasonably acceptable in form and Indemnitee and Indemnitee will conclude that there may be one substance to such Indemnitee) or more legal defenses available involve any risk of criminal liability to Indemnitee that are different from or in addition to those available such Indemnitee. Subject to the Companyimmediately foregoing sentence, where the Borrower or the insurers under a policy of insurance maintained by the Borrower undertake the defense of an Indemnitee with respect to such a claim, no additional legal fees or expenses of such 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 Borrower or such insurers; provided, that, subject to the rights of Borrower's insurers to -------- ---- assume and control the defense of or to compromise (c) as provided herein), any such representation claim, any counsel selected by such counsel would Borrower in connection with any defense shall be precluded under reasonably acceptable to the applicable standards of professional conduct then prevailing, then Indemnitee will be entitled Lender. Subject to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect the requirement of any particular Indemnifiable Claim) policy of insurance applicable to a claim, an Indemnitee may participate at its own expense at any judicial proceeding controlled by the Company’s expense. The Company will not be liable Borrower or its insurers pursuant 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 will preceding provisions, to the extent that such party's participation does not, in the reasonable opinion of the independent counsel appointed by the Borrower or its insurers to conduct such proceedings, interfere with the defense of such claim; and such participation shall not constitute a waiver of the indemnification provided in this Section 7.03. No Indemnitee shall enter into any settlement or other compromise with respect to any claim described in this Section 7.03 without the prior written consent of the IndemniteeBorrower (which consent shall not be unreasonably withheld or delayed) and its insurers, effect unless such Indemnitee waives its right to be indemnified under this Article 7 with respect to such claim. Subject to the rights of Borrower's insurers to assume and control the defense of or to compromise, any such claim, the Borrower shall not enter into any settlement or compromise relating to any claims against the Lessor without consent of Lender (which consent shall not be unreasonably withheld or delayed); provided that, Borrower's insurers may not enter into 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 or compromise without Lender's consent unless a complete and unconditional release of all related claims against the Indemnitee from all liability on Lender (and any claims that are the subject matter of other Indemnitee) shall be obtained in connection with such Indemnifiable Claim. Neither the Company nor Indemnitee will 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 Indemniteeor compromise.

Defense of Claims. The Company Lessee or its insurers shall have ----------------- the right (in each such case at the Lessee's sole expense) to investigate, defend (and control the defense of) any such claim for which indemnification is sought pursuant to this Article 7 (so long as Lessee has agreed in writing reasonably acceptable to the relevant Indemnitee that Lessee is liable to such Indemnitee for any Expenses relating to or arising out of the claim for which indemnification is sought, provided that Lessee will not be so liable to the extent that it is reasonably determined that one or more of the exclusions contained in Section 7.01(b) would be applicable to such claim) and each Indemnitee shall cooperate, at Lessee's expense, with all reasonable requests of the Lessee or its insurers with respect thereto, provided that, without limiting -------- ---- the right of the Lessee's insurers to assume and control the defense of or to compromise, any such claim, the Lessee shall not be entitled to participate in assume and control the defense of or compromise any Indemnifiable Claim such claim (A) during the continuance of any Event of Default arising under Sections 16(a), (b), (f), (g) or to assume (h) of the defense thereofLease, with counsel reasonably satisfactory to the Indemnitee; provided that (B) if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, material conflict of interest exists making it advisable in the good faith opinion of such Indemnitee (b) on the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee will conclude that there may be one or more legal defenses available to Indemnitee 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 basis of prevailing standards of professional conduct then prevailing, then responsibility) for such Indemnitee will to be entitled to retain represented by separate counsel or if such proceeding involves the potential imposition of criminal liability on such Indemnitee or (but not more than one law firm plusC) if such proceeding will involve any non-de minimis risk of the sale, if applicableforfeiture or loss of, local counsel in respect or the creation of any particular Indemnifiable ClaimLien (other than Permitted Liens) on the Aircraft, the Indenture Estate or the Trust Estate (unless the Lessee posts a bond or other security reasonably acceptable in form and substance to such Indemnitee) or involve any risk of criminal liability to such Indemnitee. Subject to the immediately foregoing sentence, where the Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to such a claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be indemnified hereunder unless the fees or expenses were incurred at the Company’s expensewritten request of the Lessee or such insurers. The Company will 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 Lessee or its insurers pursuant to the preceding provisions, to the extent that such party's participation does not, in the reasonable opinion of the independent counsel appointed by the Lessee or its insurers to conduct such proceedings, interfere with the defense of such claim (it being agreed that the making of copies, giving notice of proceedings and the like shall not be liable considered interference); and such participation shall not constitute a waiver of the indemnification provided in this Section 7.03. Nothing contained in this Article 7 shall be deemed to require an Indemnitee under this Agreement to contest any Expense or to assume responsibility for any amounts paid in settlement or control of any threatened judicial proceeding with respect thereto. No Indemnitee shall enter into any settlement or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company will not, other compromise with respect to any claim described in this Section 7.03 (other than any claim involving potential criminal liability) without the prior written consent of the IndemniteeLessee, effect unless such Indemnitee waives its right to be indemnified under this Article 7 with respect to such claim or unless an Event of Default under Section 16(a), 16(f), 16(g) or 16(h) of the Lease is continuing. The Lessee shall not enter into any settlement of any threatened or pending Indemnifiable Claim compromise with respect to which the Lessee has not agreed to indemnify such Indemnitee isto such Indemnitee's satisfaction or which admits any criminal violation, gross negligence or could have been, a party unless such settlement solely involves willful misconduct on the payment part of money and includes a complete and unconditional release of any Indemnitee without the Indemnitee from all liability on any claims that are the subject matter prior written consent of such Indemnifiable Claim. Neither the Company nor Indemnitee will 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.

Defense of Claims. The Company will Corporation shall be entitled to participate in the defense of any Indemnifiable Proceeding or Claim or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company Corporation to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Proceeding or Claim (including any impleaded parties) include both the Company Corporation and Indemnitee and Indemnitee will conclude shall conclude, based on the advice of counsel, that there may be one or more legal defenses available to Indemnitee him/her that are different from or in addition to those available to the CompanyCorporation, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee will 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 Proceeding or Claim) at the Company’s Corporation's expense. The Company will Corporation shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened Proceeding or pending Indemnifiable Claim effected without the Company’s Corporation's prior written consent. The Company will Corporation shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened Proceeding 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 Proceeding or Claim. Neither the Company Corporation nor Indemnitee will shall unreasonably withhold its consent to any proposed settlement; provided provided, that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Company Lessee or its insurers shall have ----------------- the right (in each such case at the Lessee's sole expense) to investigate, defend (and control the defense of) any such claim for which indemnification is sought pursuant to this Article 7 (so long as Lessee has agreed in writing reasonably acceptable to the relevant Indemnitee that Lessee is liable to such Indemnitee for any Expenses relating to or arising out of the claim for which indemnification is sought, provided that Lessee will not be so liable to the -------- ---- extent that it is reasonably determined that one or more of the exclusions contained in Section 7.01(b) would be applicable to such claim) and each Indemnitee shall cooperate, at Lessee's expense, with all reasonable requests of the Lessee or its insurers with respect thereto; provided that, without limiting -------- ---- the right of the Lessee's insurers to assume and control the defense of or to compromise, any such claim, the Lessee shall not be entitled to participate in assume and control the defense of or compromise any Indemnifiable Claim or to assume such claim (A) during the defense thereofcontinuance of any Event of Default, with counsel reasonably satisfactory to the Indemnitee; provided that (B) if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, material conflict of interest exists making it advisable in the good faith opinion of such Indemnitee (b) on the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee will conclude that there may be one or more legal defenses available to Indemnitee 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 basis of prevailing standards of professional conduct then prevailing, then responsibility) for such Indemnitee will to be entitled to retain represented by separate counsel or if such proceeding could in the good faith judgment of such Indemnitee involves the potential imposition of criminal liability on such Indemnitee or (but not more than one law firm plusC) if such proceeding will involve any non-de minimis risk of the sale, if applicableforfeiture or loss of, local counsel in respect or the creation of any particular Indemnifiable ClaimLien (other than Permitted Liens) on the Aircraft, the Indenture Estate or the Trust Estate (unless the Lessee posts a bond or other security reasonably acceptable in form and substance to such Indemnitee) or involve any risk of criminal liability to such Indemnitee. Subject to the immediately foregoing sentence, where the Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to such a claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be indemnified hereunder unless the fees or expenses were incurred at the Company’s expensewritten request of the Lessee or such insurers. The Company will 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 Lessee or its insurers pursuant to the preceding provisions, to the extent that such party's participation does not, in the reasonable opinion of the independent counsel appointed by the Lessee or its insurers to conduct such proceedings, interfere with the defense of such claim (it being agreed that the making of copies, giving notice of proceedings and the like shall not be liable considered interference); and such participation shall not constitute a waiver of the indemnification provided in this Section 7.03; provided that, the reasonable fees and expenses -------- of such Indemnitee's counsel shall be paid by the Lessee if any of the circumstances described in clauses (A)-(C) of the second preceding sentence exists. Nothing contained in this Article 7 shall be deemed to require an Indemnitee under this Agreement to contest any Expense or to assume responsibility for any amounts paid in settlement or control of any threatened judicial proceeding with respect thereto. No Indemnitee shall enter into any settlement or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company will not, other compromise with respect to any claim described in this Section 7.03 (other than any claim involving potential criminal liability) without the prior written consent of the IndemniteeLessee, effect unless such Indemnitee waives its right to be indemnified under this Article 7 with respect to such claim or unless an Event of Default is continuing. The Lessee shall not enter into any settlement of any threatened or pending Indemnifiable Claim compromise with respect to which the Lessee has not agreed to indemnify such Indemnitee isto such Indemnitee's satisfaction or which admits any criminal violation, gross negligence or could have been, a party unless such settlement solely involves willful misconduct on the payment part of money and includes a complete and unconditional release of any Indemnitee without the Indemnitee from all liability on any claims that are the subject matter prior written consent of such Indemnifiable Claim. Neither the Company nor Indemnitee will 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.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and the Indemnitee and the Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him or her that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, been a party unless such settlement solely involves the payment of money and money, includes a complete and unconditional release of the Indemnitee from all liability on any all claims that are the subject matter of such Indemnifiable ClaimClaim and does not contain any admission of liability or wrongdoing by the Indemnitee. Neither the Company nor the Indemnitee will shall unreasonably withhold its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee.

Defense of Claims. The Company will be entitled Lessee or its insurers shall have the right (in each such case at the Lessee's sole expense) to participate investigate, defend (and control the defense of) any such claim covered by insurance for which indemnification is sought pursuant to this Article 9 (in the defense case of any Indemnifiable Claim or to assume such defense by the defense thereofLessee, but not the Lessee's insurers, with counsel reasonably satisfactory to the relevant Indemnitee; provided ) and each Indemnitee shall cooperate with the Lessee or its insurers with respect thereto, provided, that, without limiting the right of the Lessee's insurers to assume and control the defense of, or to compromise, any such claim, the Lessee shall not be entitled to assume and control the defense of or compromise any such claim (A) during the continuance of any Event of Default arising under Section 14(a) of the Lease, (B) if such Indemnitee reasonably objects to such control on the ground that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictmaterial conflict of interest exists making it advisable (on the basis of prevailing standards of professional responsibility) for such Indemnitee to be represented by separate counsel or on the grounds that such proceeding involves the potential imposition of criminal liability on such Indemnitee or (C) such proceeding will involve any material risk of the sale, forfeiture or loss of, or the creation of any Lien (bother than Permitted Liens) on the named parties Aircraft or the Trust Estate (unless the Lessee posts a bond or other security reasonably acceptable in form and substance to such Indemnitee) or involve any material risk of civil liability to such Indemnitee for which it is not indemnified hereunder and, in any such Indemnifiable Claim (including any impleaded parties) include both case, the Company and relevant Indemnitee and Indemnitee will conclude that there may be one or more legal defenses available to Indemnitee that are different from or will, in addition to those available good faith, undertake the defense of such claim at the expense of the Lessee. Subject to the Companyimmediately foregoing sentence, where the Lessee or (c) any the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to such a claim, no additional legal fees or expenses of such 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 or as the result of the prohibition of the dual representation by such counsel would be precluded of Lessee and the relevant Indemnitee under the applicable standards rules of professional conduct then prevailing, then Indemnitee will be entitled legal ethics. Subject to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect the requirement of any particular Indemnifiable Claim) policy of insurance applicable to a claim, an Indemnitee may participate at its own expense at any judicial proceeding controlled by the Company’s expense. The Company will not be liable Lessee or its insurers pursuant 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 will preceding provisions, to the extent that such party's participation does not, in the opinion of the independent counsel appointed by the 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 this Section 9.06. No Indemnitee shall enter into any settlement or other compromise with respect to any claim described in this Section 9.06 without the prior written consent of the IndemniteeLessee (except during the continuance of an Event of Default arising under Section 14(a) of the Lease), effect which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified under this Article 9 with respect to such claim. The Lessee shall not enter into any settlement of any threatened or pending Indemnifiable Claim compromise which the Lessee has not agreed to discharge or with respect to which the Lessee has not agreed to indemnify such Indemnitee isto such Indemnitee's satisfaction or which admits any criminal violation, gross negligence or could have been, a party unless such settlement solely involves willful misconduct on the payment part of money and includes a complete and unconditional release of any Indemnitee without the Indemnitee from all liability on any claims that are the subject matter prior written consent of such Indemnifiable Claim. Neither the Company nor Indemnitee will 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.

Defense of Claims. The Company will Corporation shall be entitled to participate in the defense of any Claim or Proceeding relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that provided, that, if the Indemnitee believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company Corporation to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim or Proceeding (including any impleaded parties) include both the Company Corporation and the Indemnitee and the Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him or her that are different from or in addition to those available to the Company, Corporation or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will shall be entitled to retain separate counsel (but not more than one law firm firm, plus, if applicable, local counsel in respect of any particular Indemnifiable ClaimClaim or Proceeding) at the CompanyCorporation’s expense. The Company will 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 will Corporation shall not, without the prior written consent of the IndemniteeIndemnitee (not to be unreasonably withheld, conditioned or delayed), effect any settlement of any threatened Claim or pending Proceeding relating to an Indemnifiable Claim to Event in respect of which the Indemnitee is, has had or could have beenany Expense, a party Liability or Loss unless (i) such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability Liability on any claims all causes of action that are the subject matter of such Indemnifiable ClaimClaim or Proceeding and (ii) all such Expenses, Liabilities and Losses will be paid or reimbursed by or for the Corporation without any liability, obligation or responsibility on the part of the Indemnitee. Neither The Indemnitee shall not, without the Company nor Indemnitee will prior written consent of the Corporation (not to be unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to withheld, conditioned or delayed), effect any settlement that does of any Claim or Proceeding relating to an Indemnifiable Event in respect of which the Corporation has had or could have any liability, obligation or responsibility for any Indemnifiable Amount unless the Indemnitee has in good faith requested security pursuant to Section 15 and such security has not provide a complete and unconditional release of Indemniteebeen provided.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereofof such Claim, with counsel reasonably satisfactory to the Indemnitee; provided provided, however, that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (ai) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him or her that are different from or in addition to those available to the Company, or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee will 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 will shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event to which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee will shall unreasonably withhold its or his or her 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.

Defense of Claims. The Company will Pursuant to the terms hereof, the ----------------- Lessee or its insurers shall have the right (in each such case at the Lessee's sole expense) to investigate, defend (and control the defense of) any such claim for which indemnification is sought pursuant to this Article 7 and each Indemnitee shall reasonably cooperate with the Lessee and its insurers with respect thereto, provided that, such right of the Lessee shall be subject to -------- ---- Lessee having acknowledged in writing its obligation to indemnify the Indemnitee in respect of such claim if the defense of such claim is unsuccessful (unless and to the extent it is determined in good faith during any related proceedings that any of the exclusions set forth in Section 7.01(b) are applicable to such claim); provided further that, without limiting the right of the Lessee's -------- ------- ---- insurers to assume and control the defense of or to compromise, any such claim, the Lessee shall not be entitled to participate in assume and control the defense of or compromise any Indemnifiable Claim or to assume such claim (A) during the defense thereofcontinuance of any Event of Default, with counsel reasonably satisfactory to the Indemnitee; provided that (B) if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, material conflict of interest exists making it advisable in the good faith opinion of such Indemnitee (bon the basis of prevailing standards of professional responsibility) for such Indemnitee to be represented by separate counsel or if such proceeding involves the named parties potential imposition of criminal (or any non-de minimis risk of civil) liability on such Indemnitee (and in any such Indemnifiable Claim instance, Lessee shall pay the reasonable fees and expenses of Lessor's counsel) or (including C) if such proceeding will involve any impleaded partiesnon-de minimis risk of the sale, forfeiture or loss of, or the creation of any Lien (other than Permitted Liens) include both on the Company Aircraft (unless the Lessee posts a bond or other security reasonably acceptable in form and Indemnitee and Indemnitee will conclude that there may be one substance to such Indemnitee) or more legal defenses available involve any risk of criminal liability to Indemnitee that are different from or in addition to those available such Indemnitee. Subject to the Companyimmediately foregoing sentence, where the Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to such a claim, no additional legal fees or expenses of such 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; provided, that, -------- ---- subject to the rights of Lessee's insurers to assume and control the defense of or to compromise (c) as provided herein), any such representation claim, any counsel selected by such counsel would Lessee in connection with any defense shall be precluded under reasonably acceptable to the applicable standards of professional conduct then prevailing, then Indemnitee will be entitled Lessor. Subject to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect the requirement of any particular Indemnifiable Claim) policy of insurance applicable to a claim, an Indemnitee may participate at its own expense at any judicial proceeding controlled by the Company’s expense. The Company will not be liable Lessee or its insurers pursuant 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 will preceding provisions, to the extent that such party's participation does not, in the reasonable opinion of the independent counsel appointed by the Lessee or its insurers to conduct such proceedings, interfere with the defense of such claim; and such participation shall not constitute a waiver of the indemnification provided in this Section 7.03. No Indemnitee shall enter into any settlement or other compromise with respect to any claim described in this Section 7.03 without the prior written consent of the IndemniteeLessee (which consent shall not be unreasonably withheld or delayed) and its insurers, effect unless such Indemnitee waives its right to be indemnified under this Article 7 with respect to such claim. Subject to the rights of Lessee's insurers to assume and control the defense of or to compromise, any such claim, the Lessee shall not enter into any settlement or compromise relating to any claims against the Lessor (or any Indemnitee) without consent of any threatened or pending Indemnifiable Claim to which the Indemnitee isLessor, or could have beensuch Indemnitee (which consent shall not be unreasonably withheld or delayed); provided that, a party unless Lessee's insurers may -------- ---- not enter into any such settlement solely involves the payment of money and includes or compromise without Lessor's (or such Indemnitee's) consent unless a complete and unconditional release of all related claims against the Indemnitee from all liability on Lessor (and any claims that are the subject matter of other Indemnitee) shall be obtained in connection with such Indemnifiable Claim. Neither the Company nor Indemnitee will 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 Indemniteeor compromise.

Defense of Claims. The Company will be entitled to participate in Promptly upon receipt of notice of a claim for indemnity as required by Section 15.6(a), the Indemnitor shall assume and control the defense of any Indemnifiable such Claim or to assume and the defense thereof, payment of expenses related thereto in good faith and with counsel reasonably satisfactory experienced in the field relating to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that Claim. The parties agree that: (ai) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee will conclude that there may be one or more legal defenses available to Indemnitee 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 will 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 Indemnitor will not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected by the Indemnitee without the CompanyIndemnitor’s express prior written consent. The Company , which consent may not be unreasonably conditioned, withheld or delayed; (ii) the Indemnitor will not, not settle any Claim without the express prior written consent of the Indemnitee, effect which consent may not be unreasonably conditioned, withheld or delayed, provided, however, that no such consent shall be required so long as the Indemnitee does not incur any settlement Obligation of any threatened nature or pending Indemnifiable kind in connection with such settlement and Indemnitee is fully and forever released of all liability in connection therewith (if any such settlement is effected without the Indemnitee’s consent, the Indemnitor shall promptly provide to Indemnitee true and complete copies of such settlement); and (iii) the Indemnitee may elect to employ separate counsel and participate in the defense of any such Claim, but in such event, the Indemnitee will be responsible for the fees and expenses of such separate counsel, except that in the event the Indemnitor has failed to promptly and adequately assume the defense of such claim in good faith and use reasonably experienced counsel in the relevant field as required by this Agreement, then the Indemnitor shall be responsible for the fees and expenses of any counsel employed by Indemnitee and all other costs and expenses associated with the Claim and the defense thereof. If requested by the Indemnitor, the Indemnitee agrees to cooperate with the Indemnitor and its counsel in reasonably contesting any Claim or, if appropriate, in making any counterclaim against the Person asserting the Claim, or any cross-complaint against any Person and the Indemnitee further agrees to take such other action as may reasonably be requested by the Indemnitor or its counsel to reduce or eliminate any Claim for which the Indemnitor would have responsibility hereunder. The Indemnitor agrees to reimburse the Indemnitee is, for any reasonable expenses incurred in so cooperating or could have been, a party unless such settlement solely involves acting at the payment of money and includes a complete and unconditional release request of the Indemnitee from all liability on any claims Indemnitor or its counsel. In the event that are Seller is the subject matter Indemnitor and the Claim involves Intellectual Property, Buyer shall grant Seller reasonable access to the Intellectual Property and the relevant and key personnel of such Indemnifiable Claim. Neither the Company nor Indemnitee will 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 IndemniteeBuyer.

Defense of Claims. The Company will With respect to any claim by an Indemnitee for indemnification by the Lessee of an Expense, the Lessee or its insurers shall have the right (in each such case at the Lessee's sole expense) to investigate or, provided that (i) the 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 Lessee, no Event of Default exists 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, defend any such claim covered by insurance for which indemnification is sought pursuant to this Article 9 and each Indemnitee shall cooperate with the Lessee or its insurers with respect thereto, and provided, further, the Lessee shall not be entitled to participate in assume and control the defense of any Indemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory such claim if and to the Indemnitee; provided extent such Indemnitee reasonably objects to such control on the ground that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any material conflict of interest exists where it is advisable for such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee will conclude that there may to be one or more legal defenses available to Indemnitee that are different from or in addition to those available represented by separate counsel. Subject to the Companyimmediately foregoing sentence, where the Lessee or (c) any the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to such representation by a claim, no additional legal fees or expenses of such counsel would Indemnitee in connection with the defense of such claim shall be precluded under indemnified hereunder unless the applicable standards fees or expenses were incurred at the written request of professional conduct then prevailing, then Indemnitee will be entitled the Lessee or such insurers. Subject to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect the requirement of any particular Indemnifiable Claim) policy of insurance applicable to a claim, an Indemnitee may participate at its own expense at any judicial proceeding controlled by the Company’s expense. The Company will not be liable Lessee or its insurers pursuant 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 will preceding provisions, to the extent that such party's participation does not, in the opinion of the independent counsel appointed by the 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 this Section 9.06. No Indemnitee shall enter into any settlement or other compromise with respect to any claim described in this Section 9.06 without the prior written consent of the IndemniteeLessee, effect which consent shall not unreasonably be withheld or delayed, unless such Indemnitee waives its right to be indemnified under this Article 9 with respect to such claim. The Lessee shall not enter into any settlement of any threatened or pending Indemnifiable Claim compromise which the Lessee has not agreed to discharge or with respect to which the Lessee has not agreed to indemnify such Indemnitee is, or could have been, a party unless to 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 will 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's satisfaction.

Defense of Claims. The Company will shall be entitled entitled, at its option and expense, either to participate in the defense of any Claim relating to an Indemnifiable Claim or Event or, upon written notice to the Indemnitee, to assume the defense thereof, thereof with counsel reasonably satisfactory to the IndemniteeIndemnitee and after delivery of such notice, the Company shall not be liable to the Indemnitee under this Agreement for any fees or expenses of counsel subsequently incurred by the Indemnitee with respect to such Claim; provided that (i) the Indemnitee shall have the right to retain separate counsel in respect of such Claim at the Indemnitee’s expense or, if previously authorized in writing by the Company, at the Company’s expense, and (ii) if the Indemnitee believes, after consultation with counsel selected by the Indemnitee, that (aA) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bB) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and the Indemnitee, and the Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him or her that are different from or in addition to those available to the Company or any subsidiary of the Company, or (cC) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee will shall unreasonably withhold its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee.

Defense of Claims. The Company Lessee or its insurers shall have ----------------- the right (in each such case at the Lessee's sole expense) to investigate, defend (and control the defense of) any such claim for which indemnification is sought pursuant to this Article 7 (so long as Lessee has agreed in writing reasonably acceptable to the relevant Indemnitee that Lessee is liable to such Indemnitee for any Expenses relating to or arising out of the claim for which indemnification is sought, provided that Lessee will not be so liable to the extent that it is reasonably determined that one or more of the exclusions contained in Section 7.01(b) would be applicable to such claim) and each Indemnitee shall cooperate, at Lessee's expense, with all reasonable requests of the Lessee or its insurers with respect thereto, provided that, without limiting -------- ---- the right of the Lessee's insurers to assume and control the defense of or to compromise, any such claim, the Lessee shall not be entitled to participate in assume and control the defense of or compromise any Indemnifiable Claim such claim (A) during the continuance of any Event of Default arising under Sections 16(a), (b), (f), (g) or to assume (h) of the defense thereofLease, with counsel reasonably satisfactory to the Indemnitee; provided that (B) if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, material conflict of interest exists making it advisable in the good faith opinion of such Indemnitee (b) on the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee will conclude that there may be one or more legal defenses available to Indemnitee 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 basis of prevailing standards of professional conduct then prevailing, then responsibility) for such Indemnitee will to be entitled to retain represented by separate counsel or if such proceeding involve the potential imposition of criminal liability on such Indemnitee or (but not more than one law firm plusC) if such proceeding will involve any non-de minimis risk of the sale, if applicableforfeiture or loss of, local counsel in respect or the creation of any particular Indemnifiable ClaimLien (other than Permitted Liens) on the Aircraft, the Xxxxx Xxxxxxxxx Xxxxxx or the Trust Estate (unless the Lessee posts a bond or other security reasonably acceptable in form and substance to such Indemnitee) or involve any risk of criminal liability to such Indemnitee. Subject to the immediately foregoing sentence, where the Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to such a claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be indemnified hereunder unless the fees or expenses were incurred at the Company’s expensewritten request of the Lessee or such insurers. The Company will 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 Lessee or its insurers pursuant to the preceding provisions, to the extent that such party's participation does not, in the reasonable opinion of the independent counsel appointed by the Lessee or its insurers to conduct such proceedings, interfere with the defense of such claim (it being agreed that the making of copies, giving notice of proceedings and the like shall not be liable considered interference); and such participation shall not constitute a waiver of the indemnification provided in this Section 7.03. Nothing contained in this Article 7 shall be deemed to require an Indemnitee under this Agreement to contest any Expense or to assume responsibility for any amounts paid in settlement or control of any threatened judicial proceeding with respect thereto. No Indemnitee shall enter into any settlement or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company will not, other compromise with respect to any claim described in this Section 7.03 (other than any claim involving potential criminal liability) without the prior written consent of the IndemniteeLessee, effect unless such Indemnitee waives its right to be indemnified under this Article 7 with respect to such claim or unless an Event of Default under Section 16(a), 16(f), 16(g) or 16(h) of the Lease is continuing. The Lessee shall not enter into any settlement of any threatened or pending Indemnifiable Claim compromise with respect to which the Lessee has not agreed to indemnify such Indemnitee isto such Indemnitee's satisfaction or which admits any criminal violation, gross negligence or could have been, a party unless such settlement solely involves willful misconduct on the payment part of money and includes a complete and unconditional release of any Indemnitee without the Indemnitee from all liability on any claims that are the subject matter prior written consent of such Indemnifiable Claim. Neither the Company nor Indemnitee will 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.

Defense of Claims. The Company will be entitled Stockholders may elect to participate in assume and control the defense of any Indemnifiable Claim or to assume Claim, including the defense thereof, with employment of counsel reasonably satisfactory to the Indemnitee; provided that Parent Indemnified Parties and the payment of expenses related thereto, if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use Stockholders acknowledge their obligation to indemnify the Parent Indemnified Parties for any Losses resulting from such Claim and provide reasonable evidence to the Parent Indemnified Parties of counsel chosen by the Company its financial ability to represent Indemnitee would present satisfy such counsel with an actual or potential conflict, obligation; (b) the named parties in Claim does not seek to impose any such Indemnifiable Claim (including any impleaded parties) include both liability or obligation on the Company Parent Indemnified Parties other than for money damages; and Indemnitee and Indemnitee will conclude that there may be one or more legal defenses available to Indemnitee that are different from or in addition to those available to the Company, or (c) any the Claim does not relate to the Parent Indemnified Parties' relationship with their customers or employees. If such representation by such counsel would be precluded under conditions are satisfied and the applicable standards Parent Indemnifying Parties elect to assume and control the defense of professional conduct then prevailinga Claim, then Indemnitee will be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claimi) at the Company’s expense. The Company interests represented by the Stockholders will not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable such Claim effected without the Company’s prior written consent. The Company will not, without the prior written consent of the IndemniteeParent Indemnifying Parties, effect any settlement of any threatened or pending Indemnifiable which consent will not be unreasonably withheld; (ii) the Stockholders may settle such Claim to which without 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 consent of the Indemnitee from all liability on any claims that are Parent Indemnified Parties; and (iii) the subject matter Parent Indemnified Parties may employ separate counsel and participate in the defense thereof, but the Parent Indemnified Parties will be responsible for the fees and expenses of such Indemnifiable counsel unless (A) the Stockholders have failed to adequately assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Parent Indemnified Parties and the interests represented by the Stockholders that requires representation by separate counsel, in which case the reasonable fees and expenses of such one separate counsel will be paid by the Stockholders. If such conditions are not satisfied, the Parent Indemnified Parties may assume and control the defense of the Claim. Neither the Company nor Indemnitee will unreasonably withhold its consent to any proposed settlement; provided that Indemnitee the Parent Indemnified Parties may withhold not settle any such Claim without the consent of the Stockholders, which consent will not be unreasonably withheld, and further provided that the Stockholders are given a reasonable opportunity to any settlement that does not provide a complete and unconditional release of Indemniteeparticipate in such defense (at the Stockholders' expense).

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both (A) the Company or any subsidiary of the Company and (B) the Indemnitee, and the Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him or her that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee will shall unreasonably withhold its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by Texas law, the Company’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Company that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 2 of this Agreement.

Defense of Claims. The Company will Corporation shall be entitled to participate in the defense of any Indemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company Corporation to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company Corporation and Indemnitee and Indemnitee will shall conclude that there may be one or more legal defenses available to Indemnitee him that are different from or in addition to those available to the CompanyCorporation, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee will 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 CompanyCorporation’s expense. The Company will Corporation 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 CompanyCorporation’s prior written consent. The Company will Corporation 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 Corporation nor Indemnitee will 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.

Defense of Claims. The Within 20 business days of notice and provided that the Company will agrees in writing that the Claim or Indemnifiable Event would be permitted under applicable law and Independent Legal Counsel has not rendered an opinion that the Claim or Indemnifiable Event is not permitted to be indemnified under applicable law, the Company shall be entitled to participate in assume the defense of any Claim relating to an Indemnifiable Claim or to assume the defense thereofEvent, with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (ai) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him or her that are different from or in addition to those available to the Company, or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee will 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 will shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s prior written consent; provided, however, that the consent of the Company is not required if the Company has assumed the defense and the counsel that is defending the Claim recommends that the Indemnitee settle the claim for a specified dollar amount. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee will shall unreasonably withhold its or his or her 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.

Defense of Claims. The Company will shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee believes, after consultation with counsel selected by the Indemnitee, that (ai) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (bii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and the Indemnitee, and the Indemnitee and Indemnitee will conclude concludes that there may be one or more legal defenses available to Indemnitee him or her that are different from or in addition to those available to the Company or such subsidiary of the Company, or (ciii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will 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 's expense. The Company will shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company’s 's prior written consent. The Company will shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim to Event which the Indemnitee is, is or could have been, 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee will shall unreasonably withhold withhold, condition or delay its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. In no event shall the Indemnitee be required to waive, prejudice or limit attorney-client privilege or work-product protection or other applicable privilege or protection.