Common use of Settlement Clause in Contracts

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold withhold, delay or condition consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, not settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds paid from an insurance policy or policies providing coverage to Indemnitee unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

Settlement. The Company shall not be liable (a) If any Existing Holder or Beneficial Owner with respect to indemnify Indemnitee under this Agreement whom BD has submitted a Bid or otherwise Sell Order for any amounts paid in settlement FundPreferred shares of any Proceeding effected without series that was accepted in whole or in part fails to instruct its Agent Member to deliver the Company’s written consent; providedFundPreferred shares subject to such Bid or Sell Order against payment therefor, howeverBD, that if a Change in Control has occurred subsequent it knows the identity of such Agent Member, shall instruct such Agent Member to deliver such shares against payment therefor and, if such Agent Member fails to comply with such instructions, BD may deliver to the date Potential Holder or Potential Beneficial Owner with respect to whom BD submitted a Bid for FundPreferred shares of this Agreement, such series that was accepted in whole or in part a number of FundPreferred shares of such series that is less than the Company shall number of FundPreferred shares of such series specified in such Bid to be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. purchased by such Potential Holder or Potential Beneficial Owner. (b) Neither the Company Auction Agent nor the Fund shall have any Subsidiary responsibility or Affiliate shall enter into a settlement liability with respect to the failure of an Existing Holder, Beneficial Owner, Potential Holder or Potential Beneficial Owner or its respective Agent Member to deliver FundPreferred shares of any Proceeding that might result in the imposition series or to pay for FundPreferred shares of any Expense, Other Liability, penalty, limitation series sold or detriment on Indemnitee, whether indemnifiable under this Agreement purchased pursuant to the Auction Procedures or otherwise, without Indemnitee’s written consent. Neither . (c) Notwithstanding any provision of the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon Auction Procedures or the Company’s receipt of an offer Settlement Procedures to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlementcontrary, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee event BD is a party an Existing Holder with respect to other parties (including shares of a series of FundPreferred shares and the Company) without the written consent of Indemnitee if any portion of the settlement is Auction Procedures provide that BD shall be deemed to be funded from insurance proceeds unless approved by have submitted a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined Sell Order in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder an Auction with respect to such Proceeding or shares if the Company’s obligations hereunder BD fails to Indemnitee submit an Order in that Auction with respect to such Proceeding shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according BD's records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of a series of FundPreferred shares with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefor, partial deliveries of FundPreferred shares that have been fully dischargedmade in respect of Potential Holders, or Potential Beneficial Owners' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners. (e) Notwithstanding the foregoing terms of this Section, any delivery or non-delivery of FundPreferred shares of any series which represents any departure from the results of an Auction for shares of such series, as determined by the Auction Agent, shall be of no effect for purposes of the registry of Existing Holders maintained by the Auction Agent pursuant to the Auction Agency Agreement unless and until the Auction Agent shall have been notified of such delivery or non-delivery. (f) The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement Notwithstanding any discretion in the Plan or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent anything to the date contrary in this Agreement, this grant of RSUs, along with any dividend equivalent amounts otherwise payable under Section 6 of this Agreement, shall only be settled in newly-issued shares of Common Stock, and without the use of any form of employee benefit trust. This provision is without prejudice to the application of Section 8 of this Agreement, provided the Grantee has been given a reasonably opportunity to pay (either out his/her own funds or via payroll deduction) the relevant withholding tax amounts. Continuous Employment. The following provision supplements this Agreement and the Plan: A Grantee’s “continuous employment” (or substantially similar term) with the Company shall or a Subsidiary, as the case may be, will be liable deemed to have been terminated (regardless of the reason for indemnification the termination and whether or not later found to be invalid or in breach of Indemnitee for amounts paid applicable law in settlement the jurisdiction where Grantee is rendering services or the terms of Grantee’s employment or other service agreement, if any) on the date that is the earliest of (1) the termination date of Grantee’s status as an employee, (2) the date Grantee receives written notice of termination of Grantee’s status as an employee or service provider, or (3) the date Grantee is no longer actively employed by or actively providing services to the Company or any of its Subsidiaries regardless of any notice period or period of pay in lieu of such notice mandated under applicable law (including, but not limited to, statutory law, regulatory law and/or common law) in the jurisdiction where Grantee is employed or rendering service or the terms of Grantee’s employment or other service agreement, if any. Notwithstanding the foregoing, if applicable employment or labour standards legislation explicitly requires continued participation in the Plan during a statutory notice period, ▇▇▇▇▇▇▇ acknowledges that his or her right to participate in the Plan, if any, will terminate effective as of the last day of Grantee’s minimum statutory notice period, but Grantee will not earn or be entitled to pro-rata vesting if the Independent Counsel has approved vesting date falls after the settlement. Neither the Company end of Grantee’s statutory notice period, nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would will Grantee be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedany compensation for lost vesting.

Settlement. The Company shall not be liable (a) If any Existing Holder selling AMPS in an Auction fails to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement deliver such AMPS (by authorized book-entry), the BD of any Proceeding effected without Person that was to have purchased AMPS in such Auction may deliver to such Person a number of Shares of AMPS that is less than the Company’s written consent; providednumber of Shares of AMPS that otherwise were to be purchased by such Person. In such event, howeverthe number of Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, that if a Change in Control has occurred subsequent BD shall deliver to the date Auction Agent the notice required by Section 2.3(f)(ii) hereof. Notwithstanding the foregoing provisions of this AgreementSection 2.7(a), any delivery or non-delivery of AMPS which represents any departure from the Company results of an Auction, as determined by the Auction Agent, shall be liable for indemnification of Indemnitee for amounts paid no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in settlement if accordance with the Independent Counsel has approved the settlementterms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a). (b) Neither the Company Auction Agent nor the Trust shall have any Subsidiary responsibility or Affiliate shall enter into liability with respect to the failure of an Existing Holder, a settlement Potential Holder or an Agent Member or any of any Proceeding that might result in them to deliver AMPS or to pay for AMPS sold or purchased pursuant to the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement Auction Procedures or otherwise, without Indemnitee’s written consent. Neither . (c) Notwithstanding any provision of the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon Auction Procedures or the Company’s receipt of an offer Settlement Procedures to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlementcontrary, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee event BD is a party an Existing Holder with respect to other parties (including shares of AMPS and the Company) without the written consent of Indemnitee if any portion of the settlement is Auction procedures provide that BD shall be deemed to be funded from insurance proceeds unless approved by have submitted a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined Sell Order in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder an Auction with respect to such Proceeding or shares if the Company’s obligations hereunder BD fails to Indemnitee submit an Order in that Auction with respect to such Proceeding shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries of AMPS that have been fully dischargedmade in respect of Potential Holders’ or Potential Beneficial Owners’ Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s 's written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s 's written consent. Neither the Company nor Indemnitee shall unreasonably withhold withhold, delay or condition consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s 's receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, not settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds paid from an insurance policy or policies providing coverage to Indemnitee unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s 's obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

Settlement. The Company Borrower shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding if the amount of such settlement was effected without the CompanyBorrower’s prior written consent (which consent shall not be unreasonably withheld or delayed), but if settled with the Borrower’s written consent; providedconsent or if there is a final, however, that if a Change non-appealable judgment for the plaintiff in Control has occurred subsequent to the date of this Agreementany such Proceeding, the Company Borrower agrees to indemnify and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the terms of the preceding paragraph. The entering into of any such settlement or compromise or consent without the Borrower’s prior written consent (unless the withholding of such consent by the Borrower requested by such Indemnitee shall have been unreasonable, as determined by the final judgment of a court of competent jurisdiction) shall constitute a waiver by such Indemnitee of its rights of indemnification hereunder in respect of such matter. Conversely, the Borrower shall not, without the prior written consent of an Indemnitee (which consent shall not be liable for indemnification of Indemnitee for amounts paid in settlement unreasonably withheld, conditioned or delayed (provided that it shall not be unreasonable to withhold consent if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result conditions set forth in the imposition of any Expense(a) and (b) immediately below are not satisfied)), Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from effect any settlement of any Proceeding. The Company shall promptly notify pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such Indemnitee upon unless (a) such settlement includes an unconditional release of such Indemnitee in form and substance reasonably satisfactory to such Indemnitee from all liability on claims that are the Company’s receipt subject matter of an offer such Proceedings and (b) does not include any statement as to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount admission of time to consider such settlement, in the case fault or culpability by or on behalf of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedIndemnitee.

Settlement. The (a) After any Performance Share Units vest in accordance with Section 2, the Company shall not cause to be liable issued to indemnify Indemnitee under this Agreement the Employee, or otherwise for any amounts paid to the Employee’s designated beneficiary or estate in the event of the Employee’s death, one Share in payment and settlement of each vested Performance Share Unit. The Committee shall certify the Total Shareholder Return of the Company and the number of Performance Share Units (if any) that are earned pursuant to the terms and conditions hereof, and the Company shall cause the Shares issuable in connection with the vesting of any Proceeding effected without such Performance Share Units to be issued, on or before the 15th day of the third calendar month after the date on which the vesting of Performance Share Units occurs, and the Employee shall have no power to affect the timing of such issuance. Such issuance shall be evidenced by a stock certificate or appropriate entry on the books of the Company or a duly authorized transfer agent of the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent shall be subject to the tax withholding provisions of Section 8, and shall be in complete settlement and satisfaction of such vested Performance Share Units. Notwithstanding the foregoing, if the ownership of or issuance of Shares to the Employee as provided herein is not feasible due to applicable exchange controls, securities or tax laws or other provisions of applicable law, as determined by the Committee in its sole discretion the Employee or the Employee’s legal representative shall receive cash proceeds in an amount equal to the Fair Market Value (as of the date the applicable Performance Share Units are vested) of the Shares otherwise issuable to the Employee or the Employee’s legal representative, net of any amount required to satisfy withholding tax obligations as provided in Section 8. (b) Upon the vesting of any Restricted Shares, such vested Restricted Shares will no longer be subject to forfeiture as provided in Section 6 and the Company will, or will cause its transfer agent to, remove all notations and legends and revoke all stock transfer instructions from the book entry or stock certificate evidencing the Restricted Shares so vested as may have been made or given as a result of the terms of this Agreement, and the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if will deliver to the Independent Counsel has approved Employee, or the settlement. Neither the Company nor any Subsidiary Employee’s designated beneficiary or Affiliate shall enter into a settlement of any Proceeding that might result estate in the imposition event of any Expensethe Employee’s death, Other Liability, penalty, limitation all certificates (or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon replacement certificates removing all legends contemplated hereby) in the Company’s receipt of an offer custody relating to settlethe Restricted Shares. (c) Notwithstanding the foregoing, or if the common equity of the surviving entity or acquiring entity (or the surviving or acquiring entity’s parent company) in any Corporate Transaction is not listed or quoted on an established securities market at the time of vesting of any Restricted Shares, the Company makes an offer will deliver to settle, any Proceeding, and provide Indemnitee with a reasonable amount the Employee or the Employee’s designated beneficiary or estate in the event of time to consider such settlementthe Employee’s death, in lieu of shares of capital stock not subject to restrictions pursuant hereto, cash in an amount equal to the case Fair Market Value (as of the date of closing of the Corporate Transaction) of the Restricted Shares vested pursuant to the terms hereof, net of any such settlement for which the consent of Indemnitee would be amount required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, satisfy withholding tax obligations as provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedSection 8.

Settlement. The (a) Notwithstanding anything in this Agreement to the contrary, the Company shall not be liable have no obligation to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s prior written consent; provided. (b) The Company shall not, howeverwithout the prior written consent of Indemnitee, that if a Change in Control has occurred subsequent consent to the date entry of this Agreementany judgment against Indemnitee or enter into any settlement or compromise which (1) includes an admission of fault of Indemnitee, any non-monetary remedy affecting or obligation of Indemnitee, or monetary loss for which Indemnitee is not wholly indemnified hereunder or (2) with respect to any Proceeding with respect to which Indemnitee may be or is made a party, witness or participant or may be or is otherwise entitled to seek indemnification hereunder, does not include, as an unconditional term thereof, the Company full release of Indemnitee from all liability in respect of such Proceeding, which release shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on form and substance reasonably satisfactory to Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. . (c) Neither the Company nor Indemnitee shall unreasonably withhold or delay its consent from to any proposed settlement of any Proceedingunder this Section 16. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if If the Company makes an offer or Indemnitee, as required, does not object in writing to settleany proposed settlement within 30 days of consent being requested of such applicable party in writing, any Proceeding, and provide Indemnitee with a reasonable amount of time such applicable party shall be deemed to consider have consented to such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreementoccurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel (selected in accordance with Section 8(c) below) has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent, unless such settlement is purely monetary, fully releases Indemnitee of all liability associated with such Proceeding and has been consented to by the Independent Directors. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the such settlement is to be funded from insurance proceeds from insurance policies as to which Indemnitee is an insured party unless approved by either (i) the written consent of Indemnitee or (ii) a majority of the Independent Directors; provided, provided however, that the right to constrain the Company’s use of corporate insurance as described in this sentence section shall cease to be terminate at the time the Company concludes (per the terms of any force and effect if it has been determined in accordance with this Agreement Agreement) that (x) Indemnitee is not entitled to indemnification hereunder with respect pursuant to this Agreement, or (y) such Proceeding or if indemnification obligation to Indemnitee has been fully discharged by the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

Settlement. The Company shall On each Settlement Date, subject to delivery of the related Issuance Price (or, if the related Issuance Price cannot be liable delivered to indemnify Indemnitee under this Agreement the Company on or otherwise prior to such Settlement Date, delivery of a written confirmation by the Agent that the Agent is keeping such Issuance Price in escrow for any amounts paid in settlement the sole benefit and at the instruction of any Proceeding effected without the Company’s written consent; provided, however, with such Issuance Price in that if a Change in Control has occurred subsequent case to be delivered to the date of this AgreementCompany promptly following the Settlement Date) by the Agent to the Company, the Company will issue the relevant Shares to its transfer agent pursuant to a Deed of Issue and the Company will cause its transfer agent to electronically transfer such Shares by crediting the account of the Agent or its designee (provided the Agent shall have given the Company written notice of such designee at least one (1) Trading Day prior to such Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System (“DWAC”) or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be liable for indemnification of Indemnitee for amounts paid freely tradeable, transferable, registered shares in settlement good deliverable form. The Agent will deliver the related Issuance Price in same day funds to an account designated by the Company (or, if the Independent Counsel has approved the settlement. Neither related Issuance Price cannot be delivered to the Company nor any Subsidiary on or Affiliate shall enter into prior to such Settlement Date, a settlement written confirmation by the Agent that the Agent is keeping such Issuance Price in escrow for the sole benefit and at the instruction of any Proceeding the Company, with such Issuance Price in that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither case to be delivered to the Company nor Indemnitee promptly following the Settlement Date) on, or prior to, the Settlement Date and in any event before the execution by the Company of the relevant Deed of Issue. The Agent shall unreasonably withhold consent from any settlement be responsible for providing DWAC instructions or other instructions for delivery by other means with regard to the transfer of any Proceedingthe relevant Shares. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or agrees that if the Company makes an offer or its transfer agent (if applicable), defaults in its obligation to settledeliver duly authorized Shares on a Settlement Date (other than as a result of a failure by the Agent to provide instructions for delivery), the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 6(b) hereto, it will (i) hold the Agent harmless against any Proceedingloss, claim, damage, or reasonable and provide Indemnitee documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with a reasonable amount of time such default by the Company and (ii) pay to consider the Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunderdefault. The Company shall not, on its own behalf, settle any part of any Proceeding may sell Shares to which Indemnitee is the Agent as principal at a party with respect price agreed upon at each relevant time Shares are sold pursuant to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged(each, a “Time of Sale”).

Settlement. (a) Upon the Non-defaulting Party’s exercise of the Underlying Master Agreements Close-Out, the Settlement Amounts under the Applicable Underlying Master Agreements shall be netted in the order and to the extent determined by the Non-defaulting Party in its sole and reasonable discretion (as so netted, the “Final Settlement Amount”). The Company Non-defaulting Party may exercise rights to apply collateral pursuant to Applicable Underlying Master Agreements with respect to which there remain payment obligations reflected in the Final Settlement Amount. The Non-defaulting Party shall not be liable provide to indemnify Indemnitee the Defaulting Party or Defaulting Parties a statement showing reasonable detail with respect to (i) the calculation of the amount due to and from each Non-defaulting Party under this Agreement each Applicable Underlying Master Agreement, (ii) which obligations were netted, setoff, offset or otherwise to arrive at payment obligations under one or more Applicable Underlying Master Agreements (which payment obligations in the aggregate constitute the Final Settlement Amount), and (iii) the sum of the amounts which thereafter remain owing and unpaid, if any, under the Applicable Underlying Master Agreements, after the application of collateral held with respect to each such Applicable Underlying Master Agreement to the amount due thereunder (such sum, the “Deficiency Amount”). The Deficiency Amount shall be due as set forth in such statement on the third Business Day after such statement is provided. In the event of a dispute as to the Deficiency Amount payable with respect to any Applicable Underlying Master Agreement, a Defaulting Party, shall, within the time prescribed herein, pay the undisputed amount of the Deficiency Amount. (b) The Deficiency Amount shall bear interest at the average of the Default Rates provided for in any amounts paid in settlement of any Proceeding effected without the Company’s written consentApplicable Underlying Master Agreements; provided, however, that such rate shall not exceed the maximum non-usurious interest rate, if a Change any, that at any time or from time to time may be contracted for, taken reserved, charged, or received thereon under any applicable law. Nothing in Control has occurred subsequent this Section 4 shall be construed to restrict or preclude the Non-defaulting Party from realizing on collateral, notwithstanding (and without awaiting the outcome of) any dispute as to the date of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedDeficiency Amount.

Settlement. The (a) Closing and settlement of the sale and purchase of the Property (“Settlement”) shall be held on the day (the “Settlement Date”) that is thirty (30) days f ollowing the expiration of the Feasibility Period (as hereinafter defined), or on such earlier date as Purchaser and Seller may mutually agree, by escrow through Fidelity National Title Insurance Company, ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Email: ▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ (the “Title Company”). Settlement shall be completed on or before 2:00 p.m. EST on the Settlement Date and, as a condition of Settlement, all funds to be delivered to Seller, its lender (if any) or other designees by wire transfer must be received by such parties in immediately available funds on or before 2:00 p.m. EST on the Settlement Date. There shall be no requirement that Seller and Purchaser physically attend Settlement, and all funds and documents to be delivered at Settlement may be delivered to the Title Company unless the parties hereto mutually agree otherwise. Purchaser and Seller shall each be entitled to deliver to the Title Company any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate Settlement, provided that such instructions are consistent with this Agreement and shall not in any way modify, amend or supersede this Agreement. TIME SHALL BE OF THE ESSENCE WITH RESPECT TO EACH OF PURCHASER’S AND SELLER’S OBLIGATION TO CLOSE ON THE SETTLEMENT DATE. (b) Subject to Purchaser’s compliance with the provisions of Section 3(c) hereof, on or prior to the Settlement Date, Seller shall deliver the following to the Title Company: (i) A bargain and sale deed without covenants against grantor’s acts in the form attached hereto as Exhibit B, describing the Property in the same manner in which it was conveyed to Seller, subject to the Permitted Exceptions and otherwise in proper form for recording (the “Deed”); (ii) A Non-Foreign Person Certification in the form required under Section 1445 of the Internal Revenue Code in the form attached hereto as Exhibit C; (iii) All keys and combinations to locks at the Property, to the extent in Seller’s possession; (iv) An affidavit addressed to the Title Company regarding mechanics’ liens and parties in possession, in substantially the form attached hereto as Exhibit D (the “Owner’s Affidavit”); (v) One (1) counterpart of the Bill of Sale (the “Bill of Sale”) conveying the Personal Property, without warranty, in substantially the form attached hereto as Exhibit E; (vi) Two (2) counterparts of the Assignment and Assumption of Intangible Property (the “Assignment of Intangible Property”) in substantially the form attached hereto as Exhibit F; (vii) A New York State Form TP-584, New York State Real Property Transfer Form RP-5217, and the New York City Real Property Transfer Tax Return required by Title II of Chapter 46 of the Administrative Code of the City of New York (collectively, the “Reports”); (viii) If reasonably requested by the Title Company, a certificate of any secretary or other authorized officer of Seller certifying as to the capacity and authority of Seller (and the signatories acting on behalf of Seller) to consummate the transactions contemplated hereby (it being agreed that Seller shall not be liable required to indemnify Indemnitee under this Agreement deliver any board resolutions or otherwise for other similar documentation in connection herewith); (ix) An executed settlement statement in form and substance satisfactory to Seller in its sole discretion, reflecting the Purchase Price, the Deposit, any and all prorations and adjustments required hereunder, and any other sums or amounts paid in settlement of any Proceeding effected without due and payable hereunder (the “Settlement Statement”), which Settlement Statement shall be prepared by the Title Company’s written consent; provided; (c) At the Settlement Date, however, that if a Change in Control has occurred subsequent Purchaser shall deliver the following to the date Title Company, for the benefit of this AgreementSeller: (i) The Purchase Price, subject to adjustment for the Deposit and any other prorations or adjustments required hereunder, in cash or by wire transfer of immediately available funds; (ii) Any documents reasonably requested by Seller or the Title Company shall be liable for indemnification which evidence the capacity and authority of Indemnitee for amounts paid in settlement if Purchaser (and the Independent Counsel has approved signatories acting on behalf of Purchaser) to consummate the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expensetransactions contemplated hereby, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwiseincluding, without Indemniteelimitation, copies of Purchaser’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement operating agreement, certificate(s) of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, good standing and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties entity resolutions; Sale; (including the Companyiii) without the written consent of Indemnitee if any portion One (1) counterpart of the settlement is to be funded from insurance proceeds unless approved by a majority duly executed and acknowledged ▇▇▇▇ of (iv) Two (2) counterparts of the Independent Directors, provided that this sentence shall cease duly executed and acknowledged Assignment of Intangible Property; (iv) Executed counterparts of the Reports; (v) A duly executed Settlement Statement in form and substance satisfactory to be of any force and effect if it has been determined Purchaser in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.its sole discretion; and

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold withhold, delay or condition consent from any settlement of any Proceeding, provided that Indemnitee shall have no obligation to consent to any settlement unless such settlement involves solely the payment of money (payment of which Indemnitee has no liability) and includes a complete and unconditional release of Indemnity from all liability for all Proceedings arising out of, relating to or resulting from, or based on the same underlying facts, events and circumstances that are the subject matter of such Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, not settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds paid from an insurance policy or policies providing coverage to Indemnitee unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged; provided that nothing in this Agreement is intended to prejudice, or shall be construed as prejudicing, any rights that Indemnitee may have under any insurance policy, including (without limitation) with respect to priority rights to coverage thereunder.

Settlement. The Company To facilitate administration of the Loans, Swingline Lender and the other Lenders agree that settlement among them with respect to Swingline Loans shall not take place weekly on such weekly settlement date as the Agent may elect, from time to time. On each settlement date, settlement shall be liable made with each Lender in accordance with the Settlement Report delivered by Swingline Lender to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in the other Lenders. Between settlement dates, Agent may apply payments on Loans to Swingline Loans, regardless of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent designation by Borrowers or any provision herein to the date of this Agreementcontrary. If, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into due to an Insolvency Proceeding with respect to a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement Borrower or otherwise, without Indemniteeany Swingline Loan may not be settled as provided herein, then each Lender shall be deemed to have purchased from Swingline Lender a participation in each unpaid Swingline Loan in an amount equal to its Pro Rata Share thereof and shall transfer the amount of such participation to Swingline Lender in immediately available funds within one Business Day after Swingline Lender’s written consentrequest therefor. Neither Each Lender’s obligations under this Section 1.3(c) are absolute, unconditional, and irrevocable and are not subject to any counterclaim, setoff, defense, qualification, or exception, and each Lender shall perform such obligations, as applicable, regardless of whether the Company nor Indemnitee shall unreasonably withhold consent from Revolving Commitments have terminated, an Overadvance exists, or any settlement condition precedent to the making of any ProceedingLoans has not been satisfied. The Company shall promptly notify Indemnitee upon provisions of this Section 1.3(c) are solely for the Company’s receipt benefit of an offer to settle, or if Swingline Lender and the Company makes an offer to settle, any Proceedingother Lenders, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion none of the settlement is Credit Parties may rely on this Section 1.3(c) or have any standing to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedenforce its terms.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without On the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent Business Day prior to the date on which Seller intends to or is required to repurchase an Eligible Asset ("Intended Repurchase Date") pursuant to the terms of this Agreementthe Repurchase Agreement (or a third party purchases such Eligible Asset), Seller shall provide Disbursement Agent and Buyer with written notice of all funds anticipated to be received by Disbursement Agent from Seller (or such third party) for the Company credit of the Settlement Account, together with a settlement report containing all information set forth on Annex 17 hereto (the "Settlement Report") by 4:00 p.m. New York time. Upon Disbursement Agent's verification that (x) all information required pursuant to Annex 17 hereto is set forth in the Settlement Report, and (y) Buyer has confirmed the accuracy of such Settlement Report in writing, which confirmation may be delivered via Electronic Transmission, Disbursement Agent shall immediately disburse such funds in the Settlement Account as directed in the Settlement Report, provided (i) sufficient funds exist in the Settlement Account, (ii) after giving effect to such repurchase, a Margin Deficit would not exist and there would be no violation of any Sub-Limits and (iii) Buyer has not disputed such disbursement prior to such disbursement. Disbursement Agent's verification and Buyer's confirmation or disputation referenced in the preceding sentence shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement completed, and written notice of any Proceeding that might result disputation shall be given to Seller by Electronic Transmission, no later than 11:00 a.m. New York time on the Intended Repurchase Date. If all amounts required to be disbursed to Buyer pursuant to the Settlement Report are not deposited in the imposition of any Expense, Other Liability, penalty, limitation or detriment Settlement Account by 4:00 p.m. New York time on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon date indicated as the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, "Settlement Date" in the case Settlement Report, Disbursement Agent shall notify each of any such settlement for which Custodian, Seller and Buyer and it shall be deemed to constitute an Event of Default under the consent Repurchase Agreement and satisfy all notice requirements of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party Buyer with respect to other parties (including an Event of Default and Custodian and Seller shall treat such notice as a notice of an Event of Default from Buyer. Notwithstanding the Company) without foregoing sentence, if sufficient funds are not deposited in the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined Settlement Account in accordance with this Agreement that Indemnitee is not entitled the preceding sentence on any "Settlement Date" and there are funds on deposit in the Wire-out Account, Seller hereby agrees that, and Disbursement Agent shall, transfer from the Wire-out Account to indemnification hereunder with respect the Settlement Account no later than 5:30 p.m. New York time on such date an amount equal to the lesser of (x) all amounts on deposit in the Wire-out Account and (y) such Proceeding or shortfall. If such transferred funds are sufficient to pay all amounts required to be paid to Buyer pursuant to the Settlement Report, no Event of Default shall be deemed to have occurred. Notwithstanding the foregoing, if a conflict exists between the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedinstructions of Buyer and the Settlement Report, Disbursement Agent shall follow Buyer's instructions.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on or would directly or indirectly constitute or impose any admission or acknowledgment of fault or culpability with respect to Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

Settlement. The Company shall not be liable No Interested Party will under any circumstances have any authority to indemnify Indemnitee bind NAI to an admission of wrongdoing or responsibility to any third party claimant with regard to matters for which such Interested Party claims a right to indemnification from NAI under this Agreement Lease. Further, nothing herein contained, including the foregoing provisions concerning settlements by Interested Parties of indemnified Losses, will be construed as authorizing any Interested Party to bind NAI to do or refrain from doing anything to satisfy a third party claimant. If, for example, a claim is made by a Governmental Authority that NAI must refrain from some particular conduct on or about the Land in order to comply with Applicable Laws, BNPPLC cannot bind NAI (and will not purport to bind NAI) to any agreement to refrain from such conduct or otherwise for prevent NAI from continuing to contest the claim by reason of any amounts paid in provision set forth herein. Moreover, so long as this Lease continues, no Interested Party may settle any claim involving the Property by executing any agreement (including any consent decree proposed by any Governmental Authority) which purports to prohibit, limit or impose conditions upon any use of the Property by NAI without the prior written consent of NAI. In the case of any proposed settlement of a claim asserted by a Governmental Authority against BNPPLC, NAI will not unreasonably withhold such consent. However, for purposes of determining whether it is reasonable for NAI to withhold such consent, any Proceeding effected without diligent ongoing undertaking by NAI to contest such the Company’s written consentclaim on behalf of BNPPLC will be relevant. Subject to the foregoing provisions in this subparagraph 5(D)(5), any Interested Party may agree for itself (and only for itself) to act or refrain from doing anything as demanded or requested by a third party claimant; provided, however, that if a Change in Control has occurred subsequent no event will such an agreement impede NAI from continuing to exercise its rights to operate its business on the date of this AgreementProperty or elsewhere in any lawful manner deemed appropriate by NAI, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of will any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle agreement limit or impede NAI’s right to contest claims raised by any part of any Proceeding to which Indemnitee is a third party with respect to other parties claimants (including the CompanyGovernmental Authorities) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee NAI is not entitled to indemnification hereunder complying or has not complied with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedApplicable Laws.

Settlement. The Company (a) Any settlement or compromise made or caused to be made by the Indemnified Person or the Indemnifying Person, as the case may be, of any claim, suit, action or proceeding of the kind referred to in Section 10.06 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. If the defense of such claim, suit, action or proceeding is not assumed by the Indemnifying Person, the Indemnifying Person will not be subject to any liability for any settlement or compromise made without its consent, but such consent may not be unreasonably withheld; provided that it shall not be liable unreasonable for an Indemnifying Person to indemnify Indemnitee under this Agreement withhold its consent to any settlement or otherwise for any amounts paid in settlement compromise involving the imposition of equitable remedies or involving the imposition of any Proceeding effected material obligations on the Indemnifying Person other than monetary obligations for which the Indemnified Person will be indemnified hereunder. If the Indemnifying Person assumes the defense of such claim, suit, action or proceeding, the Indemnifying Person shall have the right to enter into a settlement or compromise of such claim, suit, action or proceeding without the Company’s written consentconsent of the Indemnified Person; provided that the Indemnifying Person shall be required to obtain such consent if the settlement or compromise involves the imposition of equitable remedies or involves the imposition of any material obligations (monetary or otherwise) on the Indemnified Person other than monetary obligations for which the Indemnified Person will be indemnified hereunder; provided, however, if such consent is not obtained, such settlement or compromise shall be null and void on the Indemnified Party. (b) The Indemnified Person shall give the Indemnifying Person at least twenty (20) Business Days' notice of any proposed settlement or compromise of any claim, suit, action or proceeding it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided that if a Change in Control has occurred subsequent to the date of this Agreementfrom and after such rejection, the Company Indemnifying Person shall be liable obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding. Any and all Losses suffered by the Indemnified Person in connection with such claim, suit, action or proceeding for which the Indemnified Person is not otherwise entitled to indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither shall be paid by the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon Indemnifying Person to the Company’s receipt of an offer to settle, or if extent they exceed the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee unindemnified Losses that would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedsuffered by the Indemnified Person under the proposed settlement that was so rejected.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreementoccurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The With respect to any Proceeding, the settlement of which the consent of Indemnitee would be required hereunder, the Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party party, the settlement of which the consent of such Indemnitee would be required hereunder, with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

Settlement. “We” may settle any Claim for any monetary amount that “we” consider reasonable or expedient. “Our” responsibility for payment will be limited to, and shall not exceed, the amount of Damages plus Claim Expense and Defense Cost less ”your” payment of the Deductible or Self-Insured Retention. The maximum amount of our obligation is the Limit of Liability shown on the Declarations. If “you” have elected a Deductible as shown in the Declarations, the Deductible amount is due and payable from “you” when requested by the Company. The Company has the sole right to determine when the Deductible amount shown on the Declarations is due, payable and satisfied with respect to payment of Damages, Claim Expense or Defense Cost. If payment is not received by the due date shown on the Deductible billing, we may assess “your” stock for the amount of Deductible. Non- payment of the Deductible may render “you” uninsurable with the Company. If “you” have elected a Self-Insured Retention as shown in the Declarations, “you” have the right and obligation for payment of all Damages, Claim Expense and Defense Cost up to and not to exceed the Self-Insured Retention amount shown in the Declarations prior to “our” liability for any amount or obligation under this Policy to any Claim to which the Self-Insured Retention applies. “You” may not settle any claim or suit which exceeds the Self-Insured Retention without our written consent to do so. At the sole discretion of the Company, “we” may elect to waive the requirements of this paragraph in settlement of any Claim or in payment of Claim Expense or Defense Cost, but such waiver is only valid if provided in writing from “us” as it regards the specific Claim for which the Self-Insured Retention applies. In the event of a waiver, “you” remain liable for reimbursement of the Self-Insured Retention to the Company upon “our” request. If payment is not received by the due date shown on the Self-Insured Retention billing, we may assess “your” stock for the amount of Self-Insured Retention. Non-payment of the Self-Insured Retention may render “you” uninsurable with the Company. “You” shall not settle, volunteer any payment, assume any obligation, admit liability or make any agreement with respect to resolution of any Claim without the prior written consent of the Company, which will not be unreasonably withheld. “We” will not be liable for any amount or obligation to pay Claim Expense or Defense Cost to which “we” have not given prior written consent. “We” shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement payment of any Proceeding effected without Claim or obligation for Claim Expense, Defense Cost, or Damages after exhaustion of the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date Aggregate Limit of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result Liability shown in the imposition of Declarations in any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedone Policy term.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement Notwithstanding any discretion in the Plan or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent anything to the date contrary in this Agreement, this grant of RSUs, along with any dividend equivalent amounts otherwise payable under Section 6 of this Agreement, shall only be settled in newly-issued shares of Common Stock, and without the use of any form of employee benefit trust. This provision is without prejudice to the application of Section 8 of this Agreement, provided the Grantee has been given a reasonably opportunity to pay (either out his/her own funds or via payroll deduction) the relevant withholding tax amounts. Continuous Employment. The following provision supplements this Agreement and the Plan: A Grantee’s “continuous employment” (or substantially similar term) with the Company shall or a Subsidiary, as the case may be, will be liable deemed to have been terminated (regardless of the reason for indemnification the termination and whether or not later found to be invalid or in breach of Indemnitee for amounts paid applicable law in settlement the jurisdiction where Grantee is rendering services or the terms of Grantee’s employment or other service agreement, if any) on the date that is the earliest of (1) the termination date of Grantee’s status as an employee, (2) the date Grantee receives written notice of termination of Grantee’s status as an employee or service provider, or (3) the date Grantee is no longer actively employed by or actively providing services to the Company or any of its Subsidiaries regardless of any notice period or period of pay in lieu of such notice mandated under applicable law (including, but not limited to, statutory law, regulatory law and/or common law) in the jurisdiction where Grantee is employed or rendering service or the terms of Grantee’s employment or other service agreement, if any. Notwithstanding the foregoing, if applicable employment or labour standards legislation explicitly requires continued participation in the Plan during a statutory notice period, Grantee acknowledges that his or her right to participate in the Plan, if any, will terminate effective as of the last day of Grantee’s minimum statutory notice period, but Grantee will not earn or be entitled to pro-rata vesting if the Independent Counsel has approved vesting date falls after the settlement. Neither the Company end of Grantee’s statutory notice period, nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would will Grantee be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedany compensation for lost vesting.

Settlement. To the extent a Stock Unit becomes vested and subject to the satisfaction of any tax withholding obligations as discussed below, each vested Stock Unit will entitle you to receive one Share which will be distributed to you as soon as reasonably practicable (as determined by the Administrator) after vesting. For the avoidance of doubt, you are not entitled to elect any form of deferral of the settlement. Issuance of such Shares shall be in complete satisfaction of such vested Stock Units. Such settled Stock Units shall be immediately cancelled and no longer outstanding and you shall have no further rights or entitlements related to those settled Stock Units. No Assignment The Company Stock Units subject to this Award shall not be liable sold, assigned, optioned, transferred, attached, garnished, or made subject to indemnify Indemnitee under any creditor’s process, whether voluntarily, involuntarily or by operation of law. However, this Agreement or otherwise for any amounts paid shall not preclude a transfer of vested Shares that are issued in settlement of Stock Units by will or by the laws of descent and distribution. In addition, pursuant to Company procedures, you may designate a beneficiary who will receive any Proceeding effected without outstanding vested Shares in the Companyevent of your death. Regardless of any marital property settlement agreement, the Company is not obligated to recognize your spouse’s written consent; provided, however, that if a Change interest in Control has occurred subsequent to the date your Award in any way. Leaves of Absence For purposes of this Agreement, your status as a Service Provider does not terminate when you go on a bona fide leave of absence that was approved by the Company (or its parent, subsidiary or affiliate) in writing, if the terms of the leave provide for continued service crediting, or when continued service crediting is required by applicable law. For the purposes of this Agreement/the Plan, your status as a Service Provider terminates in any event when the approved leave ends, unless you immediately return to active service. The Company determines which leaves count for this purpose (along with determining the effect of a leave of absence on vesting of the Award), and when your status as a Service Provider terminates for all purposes under the Plan. Voting andOther Rights As a holder of Stock Units, you shall have no rights other than those of a general creditor of the Company. Subject to the terms of this Agreement, a holder of outstanding Stock Units has none of the rights and privileges of a stockholder of the Company. Without limiting the generality of the foregoing, a holder of outstanding Stock Units has no right to vote or to receive dividends (if any) on the Shares represented by such Stock Units. Subject to the terms and conditions of this Agreement, Stock Units create no fiduciary duty of the Company to you and only represent an unfunded and unsecured contractual obligation of the Company. The Stock Units shall not be treated as property or as a trust fund of any kind. You, or your estate, shall have no rights as a stockholder of the Company with regard to the Award until you have been issued the applicable Shares by the Company and have satisfied all other conditions specified in the Plan. No adjustment shall be liable made for indemnification cash or stock dividends or other rights for which the record date is prior to the date when such applicable Shares are issued. Taxes andWithholding You will be solely responsible to bear the burden of Indemnitee any and all applicable taxes associated with this Award. You will be solely responsible for amounts paid filing any and all tax returns for which you are obligated to file by any law or regulation. You agree to fully indemnify the Company or any of its Affiliates for any tax claim by any tax authority with respect to any event in settlement relation to the obligations following from this Agreement. The delivery to you of any Shares will not be permitted unless and until any applicable tax withholding or other taxes that may be due are fully satisfied. Tax withholding obligations may arise before release of Shares to you, and you must timely satisfy any such obligations as a condition of this Award. At the discretion of the Administrator and to the extent permitted by applicable laws, any such tax withholding obligations may be settled by the Company withholding and retaining a portion of the Shares from the Shares that would otherwise be deliverable to you and/or by Shares which have already been owned by you for more than six (6) months and which are surrendered to the Company and/or by delivery of a direction to a securities broker or other third party to sell Shares on the open market and to deliver all or part of the sale proceeds to the Company (and such proceeds shall also need to pay for any broker commissions incurred on the sale of Shares). Such withheld or sold Shares will be applied to pay the withholding obligation (and broker commissions if applicable) by using the aggregate fair market value of the withheld or sold Shares as of the date of vesting. In any case you will be delivered only the net amount of vested Shares after the withholding/commissions obligation has been satisfied and you will not receive the withheld/sold Shares. Restrictions onIssuance andResale The Company will not issue any Shares if the Independent Counsel has approved the settlementissuance of such Shares at that time would violate any law or regulation. Neither the Company nor By signing this Agreement, you agree not to sell, transfer, dispose of, pledge, hypothecate, make any Subsidiary short sale of, or Affiliate shall enter into otherwise effect a settlement similar transaction of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable Shares acquired under this Agreement Award (each, a “Sale Prohibition”) at a time when applicable laws, regulations or otherwise, without Indemnitee’s written consent. Neither Company or underwriter trading policies prohibit the Company nor Indemnitee shall unreasonably withhold consent from any settlement exercise or disposition of any ProceedingShares. The Company shall promptly notify Indemnitee upon have the right to designate one or more periods of time, each of which generally will not exceed one hundred eighty (180) days in length (provided however, that such period may be extended in connection with the Company’s receipt release (or announcement of an offer release) of earnings results or other material news or events), and to settleimpose a Sale Prohibition, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee determines (in its sole discretion) that such limitation(s) is needed in connection with a reasonable amount public offering of time Shares or to consider such settlementcomply with an underwriter’s request or trading policy, or could in the case any way facilitate a lessening of any such settlement restriction on transfer pursuant to the Securities Act of 1933 or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the USA Securities Act of 1933 or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act of 1933 or any applicable state securities laws for which the consent issuance or transfer of Indemnitee would be required hereunderany securities. The Company shall not, on its own behalf, settle may issue stop/transfer instructions and/or appropriately legend any part stock certificates issued pursuant to this Award in order to ensure compliance with the foregoing. If the sale of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that Shares acquired under this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee Award is not entitled registered under the USA Securities Act of 1933, but an exemption is available which requires an investment representation or other representation and warranty, you shall represent and agree that the Shares being acquired are being acquired for investment, and not with a view to indemnification hereunder with respect to the sale or distribution thereof, and shall make such Proceeding other representations and warranties as are deemed necessary or if appropriate by the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedCompany and its counsel.

Settlement. The (a) Any release, discharge or settlement between any Guarantor and the Company in relation to this Deed shall not be liable conditional upon no right, Security, disposition or payment to indemnify Indemnitee under this Agreement the Company in respect of the Guaranteed Obligations or otherwise any part thereof being avoided, voidable or void, set aside or ordered to be refunded or reduced pursuant to any law relating to breach of duty by any Person liable, bankruptcy, liquidation, insolvency, administration, judicial management or protection from creditors generally or for any amounts paid in settlement of other reason. (b) If any Proceeding effected without the Company’s written consent; providedsuch right, howeverSecurity, that if a Change in Control has occurred subsequent disposition or payment is or becomes avoided, voidable or void or is at any time set aside or ordered to the date of this Agreementbe refunded or reduced, the Company shall be liable for indemnification of Indemnitee for amounts paid in entitled subsequently to exercise all its rights under the Transaction Documents against the relevant Guarantor as if such release, discharge or settlement if the Independent Counsel has approved the settlement. Neither the Company nor had not occurred and any Subsidiary such Security, disposition or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon payment had not been made and the Company’s receipt right to recover the full extent of an offer to settle, or if the Guaranteed Obligations from the Guarantors shall not be in any way prejudiced thereby. (c) For the purposes of enabling the Company makes an offer to settlesue any Guarantor or prove in the bankruptcy, liquidation or insolvency of any Guarantor or the Purchaser or to preserve intact the liability of any other Person, the Company may at any time, place and keep for such time as it thinks prudent, any Proceedingmoneys received, and provide Indemnitee with a reasonable amount recovered or realised under this Deed or the other Transaction Documents to the credit of time to consider the relevant Guarantor or such settlement, in other Person (if any) as the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, think fit without any intermediate obligation on its own behalf, settle part to apply the same or any part of any Proceeding to which Indemnitee is a party with respect to other parties (including thereof in or towards the Company) without the written consent of Indemnitee if any portion discharge of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedGuaranteed Obligations.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreement, to the fullest extent permitted by applicable law, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s prior written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Disinterested Directors, provided that this sentence shall cease to be of any force and effect if it has been finally determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedProceeding.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle with respect to parties other than the Indemnitee (including the Company) any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless such settlement has been approved either by a majority of the Independent Directors, provided Directors or by the Indemniteeprovided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, provided that if a Change in Control has occurred subsequent to the date of this Agreementoccurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company Corporation shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the CompanyCorporation) without the written consent of Indemnitee if any portion of the such settlement is to be funded from insurance proceeds unless approved by (1) the written consent of Indemnitee or(ii) a majority of the Independent Directorsindependent directors of the board; provided, provided however, that the right to constrain the Company’s use of corporate insurance as described in this sentence section shall cease to be terminate at the time the Company concludes (per the terms of any force and effect if it has been determined in accordance with this Agreement Agreement) that (i) Indemnitee is not entitled to indemnification hereunder with respect pursuant to this agreement, or (ii) such Proceeding or if indemnification obligation to Indemnitee has been fully discharged by the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

Settlement. 6.1 The Company may, with the prior written consent of the Indemnitees (which consent shall not be unreasonably withheld, conditioned or delayed), enter into a settlement or other agreement to settle or compromise a proceeding. In seeking such consent, the Company will provide the Indemnitees with a reasonable period of time, in light of the circumstances, to consider the terms of a proposed settlement. 6.2 If the Indemnitees refuse after being requested by the Company to give consent to the terms of a proposed settlement which by its terms does not require the Indemnitees to admit any wrongdoing, or take or refrain from taking any action, and is otherwise acceptable to the Company, acting reasonably, the Company cannot settle but may require the Indemnitees to negotiate or defend the proceeding independently of the Company at the Indemnitees’ expense. In such event any amount recovered by the claimant in excess of the amount for which settlement could have been made by the Company shall not be recoverable under this Agreement or otherwise, it being further agreed by the parties that in such event the Company shall only be responsible for Expenses up to the time at which such settlement could have been made. 6.3 The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding proceeding effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). 6.4 The Indemnitees shall have the Company’s written consent; right to negotiate a settlement in respect of any proceeding, provided, however, that if a Change in Control has occurred subsequent to the date of this Agreementsuch circumstances, unless the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider approves such settlement, in which approval shall not be unreasonably withheld, conditioned or delayed, the case of Indemnitees shall pay any such settlement for which the consent of Indemnitee would compensation, Expenses or other payment to be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of made under the settlement is to be funded and the Expenses of negotiating and implementing the settlement, and shall not seek indemnity or contribution from insurance proceeds unless approved by a majority the Company in respect of the Independent Directorssuch compensation, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding Expenses or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedother payment.

Settlement. The Responsible Party shall promptly notify the other party of each settlement offer with respect to a Third Party Claim. Such other party shall promptly notify the Responsible Party whether or not such party is willing to accept the proposed settlement offer. If the Company and the Company Shareholders are willing to accept the proposed settlement offer but Parent refuses to accept such settlement offer, then if (i) such settlement offer requires only the payment of money damages, requires no other actions by any Indemnitee, does not impose any restriction on Parent with respect to the operation of the Business and provides a complete release of all Indemnitees that are a party to such third party claim with respect to the subject matter thereof, and (ii) the Company and the Company Shareholders agree in writing that the entire amount of such proposed settlement constitutes Losses that are indemnifiable (subject to the limitations set forth in this Article VIII), then the amount payable to the Indemnitees with respect to such third party claim will be limited to the amount of such settlement offer subject to the limitations contained in this Article VIII. The Company shall and the Company Shareholders may nevertheless propose in writing a good faith, reasonable settlement offer (a "Company Proposed Settlement Offer") that requires only the payment of money damages, requires no other actions by any Indemnitee, does not be liable impose any restriction on Parent with respect to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement the operation of any Proceeding effected without the Company’s written consentBusiness and provides a complete release of all Indemnitees who are parties to such third party claim with respect to the subject matter thereof; provided, however, that if a Change the Company and the Company Shareholders agree in Control has occurred subsequent writing that the entire amount of such proposed settlement constitutes Losses that are indemnifiable (subject to the date of limitations set forth in this Agreement, Article VIII). If Parent refuses to agree to or make a Company Proposed Settlement Offer to the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result claimant in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settlethird party claim, any Proceeding, and provide Indemnitee with amount payable to a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Buyer Indemnitee with respect to such Proceeding have been fully dischargedThird Party Claim will be limited to the amount of such proposed settlement offer. If any such settlement offer is made to any claimant and rejected by such claimant, the amount payable to an Indemnitee with respect to such claim will not be limited to the amount of such settlement offer but will remain subject to all other limitations set forth in this Agreement.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation limitation, or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold withhold, delay, or condition consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, not settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds paid from an insurance policy or policies providing coverage to Indemnitee unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Unless approved by a majority of the Independent Directors, the Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, proceeds; provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding related to an Indemnifiable Event effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreementoccurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Expense or Other Liability, penalty, limitation or detriment Liability on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold withhold, condition or delay consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement Notwithstanding any discretion in the Plan or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent anything to the date contrary in this Agreement, this grant of RSUs, along with any dividend equivalent amounts otherwise payable under Section 6 of this Agreement, shall only be settled in newly-issued shares of Common Stock, and without the use of any form of employee benefit trust. This provision is without prejudice to the application of Section 8 of this Agreement, provided the Grantee has been given a reasonably opportunity to pay (either out his/her own funds or via payroll deduction) the relevant withholding tax amounts. Continuous Employment. The following provision supplements this Agreement and the Plan: A Grantee’s “continuous employment” (or substantially similar term) with the Company shall or a Subsidiary, as the case may be, will be liable deemed to have been terminated (regardless of the reason for indemnification the termination and whether or not later found to be invalid or in breach of Indemnitee for amounts paid applicable law in settlement the jurisdiction where Grantee is rendering services or the terms of Grantee’s employment or other service agreement, if any) on the date that is the earliest of (1) the termination date of Grantee’s status as an employee, (2) the date Grantee receives written notice of termination of Grantee’s status as an employee or service provider, or (3) the date Grantee is no longer actively employed by or actively providing services to the Company or any of its Subsidiaries regardless of any notice period or period of pay in lieu of such notice mandated under applicable law (including, but not limited to, statutory law, regulatory law and/or common law) in the jurisdiction where Grantee is employed or rendering service or the terms of Grantee’s employment or other service agreement, if any. Exhibit 10.6 Notwithstanding the foregoing, if applicable employment or labour standards legislation explicitly requires continued participation in the Plan during a statutory notice period, ▇▇▇▇▇▇▇ acknowledges that his or her right to participate in the Plan, if any, will terminate effective as of the last day of Grantee’s minimum statutory notice period, but Grantee will not earn or be entitled to pro-rata vesting if the Independent Counsel has approved vesting date falls after the settlement. Neither the Company end of Grantee’s statutory notice period, nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would will Grantee be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedany compensation for lost vesting.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been finally determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedProceeding.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s prior written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s prior written consent. Neither the Company nor Indemnitee shall unreasonably withhold withhold, delay or condition consent from any settlement of any Proceeding, provided that Indemnitee shall have no obligation to consent to any settlement unless such settlement involves solely the payment of money (payment of which Indemnitee has no liability) and includes a complete and unconditional release of Indemnitee from all liability for all Proceedings arising out of, relating to or resulting from, or based on the same underlying facts, events and circumstances that are the subject matter of such Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, not settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the prior written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds paid from an insurance policy or policies providing coverage to Indemnitee unless approved by a majority of the Independent Directors, provided that such prior written consent of Indemnitee shall not be required under this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged; provided that nothing in this Agreement is intended to prejudice, or shall be construed as prejudicing, any rights that Indemnitee may have under any insurance policy, including (without limitation) with respect to priority rights to coverage thereunder.

Settlement. The Company Insured shall not admit or assume any liability, enter into any settlement agreement, stipulate to any judgment, incur any Defense Costs, Adverse Media Event Loss or Investigation Costs, or retain a risk management, public relations or law firm, without the prior written consent of the Insurer. If the Insured admits or assumes any liability in connection with any Claim without the consent of the Insurer, then the Insurer shall not have any obligation to pay Loss with respect to such Claim. Only those settlements, stipulated judgments, Defense Costs, Adverse Media Event Loss and Investigation Costs which have been consented to by the Insurer shall be liable to indemnify Indemnitee recoverable as Loss under the terms of this Coverage Element. The Insurer shall not unreasonably withhold any consent required under this Agreement Coverage Element, provided that in all events the Insurer may withhold consent to any settlement, stipulated judgment or otherwise for Defense Costs, or any amounts paid in settlement of any Proceeding effected without the Company’s written consent; providedportion thereof, however, that if a Change in Control has occurred subsequent to the date extent such Claim (or any portion thereof) is not covered under the terms of this AgreementCoverage Element. In addition, the Company Insured shall be liable for indemnification not take any action which prejudices the Insurer’s rights under this Coverage Element. When the Insurer has assumed the defense of Indemnitee for amounts paid in settlement a Claim and if the Independent Counsel has approved Insureds do not consent to the settlement. Neither first Settlement Opportunity within 30 days of the Company nor any Subsidiary date the Insureds are first made aware of such Settlement Opportunity (or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any a Settlement Opportunity which arises from a settlement offer by the claimant, then within the time permitted by the claimant to accept such settlement offer, but in all events no later than 30 days after the settlement offer was made), then, subject to all applicable Limits of Liability, the Insurer’s liability for all Loss on account of such Claim shall not exceed: 1. the amount for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion Insurer could have settled such Claim plus Defense Costs incurred as of the date such settlement is to be funded from insurance proceeds unless approved was proposed in writing by a majority of the Independent DirectorsInsurer (“Settlement Opportunity Amount”), provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.plus

Settlement. The (a) Closing and settlement of the sale and purchase of the Property (“Settlement”) shall be held on the day (the “Settlement Date”) that is thirty (30) days following the expiration of the Feasibility Period (as hereinafter defined), or on such earlier date as Purchaser and Seller may mutually agree, by escrow through Fidelity National Title Insurance Company, ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Email: ▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ (the “Title Company”). Settlement shall be completed on or before 2:00 p.m. EST on the Settlement Date and, as a condition of Settlement, all funds to be delivered to Seller, its lender (if any) or other designees by wire transfer must be received by such parties in immediately available funds on or before 2:00 p.m. EST on the Settlement Date. There shall be no requirement that Seller and Purchaser physically attend Settlement, and all funds and documents to be delivered at Settlement may be delivered to the Title Company unless the parties hereto mutually agree otherwise. Purchaser and Seller shall each be entitled to deliver to the Title Company any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate Settlement, provided that such instructions are consistent with this Agreement and shall not in any way modify, amend or supersede this Agreement. TIME SHALL BE OF THE ESSENCE WITH RESPECT TO EACH OF PURCHASER’S AND SELLER’S OBLIGATION TO CLOSE ON THE SETTLEMENT DATE. (b) Subject to Purchaser’s compliance with the provisions of Section 3(c) hereof, on or prior to the Settlement Date, Seller shall deliver the following to the Title Company: (i) A special warranty deed in the form attached hereto as Exhibit B, describing the Property in the same manner in which it was conveyed to Seller, subject to the Permitted Exceptions and otherwise in proper form for recording (the “Deed”); (ii) A Non-Foreign Person Certification in the form required under Section 1445 of the Internal Revenue Code in the form attached hereto as Exhibit C; (iii) All keys and combinations to locks at the Property, to the extent in Seller’s possession; (iv) An affidavit addressed to the Title Company regarding mechanics’ liens and parties in possession, in substantially the form attached hereto as Exhibit D (the “Owner’s Affidavit”); (v) One (1) counterpart of the ▇▇▇▇ of Sale (the “▇▇▇▇ of Sale”) conveying the Personal Property, without warranty, in substantially the form attached hereto as Exhibit E; (vi) An executed certificate of exemption from withholding under § 10- 912 of the Tax General Article of the Maryland Code; (vii) If reasonably requested by the Title Company, a certificate of any secretary or other authorized officer of Seller certifying as to the capacity and authority of Seller (and the signatories acting on behalf of Seller) to consummate the transactions contemplated hereby (it being agreed that Seller shall not be liable required to indemnify Indemnitee under this Agreement deliver any board resolutions or otherwise for other similar documentation in connection herewith); (viii) An executed settlement statement in form and substance satisfactory to Seller in its sole discretion, reflecting the Purchase Price, the Deposit, any and all prorations and adjustments required hereunder, and any other sums or amounts paid in settlement of any Proceeding effected without due and payable hereunder (the “Settlement Statement”), which Settlement Statement shall be prepared by the Title Company’s written consent; provided; (c) At the Settlement Date, however, that if a Change in Control has occurred subsequent Purchaser shall deliver the following to the date Title Company, for the benefit of this AgreementSeller: (i) The Purchase Price, subject to adjustment for the Deposit and any other prorations or adjustments required hereunder, in cash or by wire transfer of immediately available funds; (ii) Any documents reasonably requested by Seller or the Title Company shall be liable for indemnification which evidence the capacity and authority of Indemnitee for amounts paid in settlement if Purchaser (and the Independent Counsel has approved signatories acting on behalf of Purchaser) to consummate the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expensetransactions contemplated hereby, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwiseincluding, without Indemniteelimitation, copies of Purchaser’s written consent. Neither operating agreement, certificate(s) of good standing and entity resolutions; Sale; (iii) One (1) counterpart of the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer duly executed and acknowledged ▇▇▇▇ of (vii) A duly executed Settlement Statement in form and substance satisfactory to settlePurchaser in its sole discretion; and (viii) Such other statements, or if the Company makes an offer to settleaffidavits, any Proceeding, agreements and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would other documents as may reasonably be required hereunder. The or requested by Seller or the Title Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including effect the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedSettlement.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreementoccurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel (selected in accordance with Section 8(c) below) has approved the settlement. Neither the Company nor any Subsidiary or Affiliate member of the Group shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent, unless such settlement is purely monetary, fully releases Indemnitee of all liability associated with such Proceeding and has been consented to by the Independent Directors. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the such settlement is to be funded from insurance proceeds from insurance policies as to which Indemnitee is an insured party unless approved by either (i) the written consent of Indemnitee or (ii) a majority of the Independent Directors; provided, provided however, that the right to constrain the Company’s use of corporate insurance as described in this sentence section shall cease to be terminate at the time the Company concludes (per the terms of any force and effect if it has been determined in accordance with this Agreement Agreement) that (x) Indemnitee is not entitled to indemnification hereunder with respect pursuant to this Agreement, or (y) such Proceeding or if indemnification obligation to Indemnitee has been fully discharged by the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

Settlement. The Company Attorney will notify client of the terms of any settlement offer received. Attorney will not settle clients claim without clients approval, except when client has failed to keep attorney informed of clients address, telephone number, and whereabouts, and attorney is unable to contact or locate client with reasonable diligence, in which case client expressly conveys to attorney a Power of Attorney to settle client=s claim for such sums as attorney deems reasonable if in attorneys judgment it is necessary to settle client=s claim in order to protect the interests of the client. Client shall not be liable enter into or accept any offer of settlement after execution of this agreement without the consent and approval of attorney. In the event client does so, client shall remain obligated to attorney the above stated contingency fee plus cost. If funds recovered are paid by check or other negotiable instrument, attorney is authorized and may endorse client=s name thereto and deposit same into attorneys Client Trust Account for client benefit. I agree that any third party who receives a copy of this document may act under it. Revocation of the agency granted herein is not effective as to third party until the third party receives actual notice of the revocation. I agree to indemnify Indemnitee under this Agreement or otherwise the third party for any amounts paid claims that arise against the third party because of reliance on this document. We hereby acknowledge that Attorney may withdraw from representation at any time, as long as written notice has been communicated to Client. If due to impossibility or unreasonable difficulty to send written notice of revocation, oral communication, or any other reasonable method of communication will be sufficient for revocation of representation in settlement the event that Client has changed mailing, relocated or is otherwise unavailable. We hereby acknowledge and understand that Attorney does not make any guarantee or warranty as to the outcome, amount, or extent of any Proceeding effected without potential settlement or ultimate settlement for the Company’s written consent; provided, however, that if a Change above referenced claim. We hereby authorize ▇▇▇▇ ▇▇▇▇▇ to engage the services of other attorneys in Control has occurred subsequent to the date prosecution of this Agreementclaim, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary empowering to sell, assign or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation convey all or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is interest, hereinabove conveyed to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedthem.

Settlement. The Company At the time of Settlement, the following documents shall be executed and delivered: Seller shall execute and deliver to Buyer a Deed for the Property containing covenants of special warranty and further assurances, which shall convey Fee Simple interest in the Property to the Buyer. In the event Seller is unable to give good and merchantable title or such as can be insured by a <<STATE>> licensed title company, with Buyer paying not be liable more than the rate as set by the <<STATE>> Insurance Commissioner, Seller, at Seller’s expense shall have the option of curing any defect so as to indemnify Indemnitee under this Agreement enable Seller to give good and merchantable title or otherwise of paying any special premium on behalf of Buyer to obtain title insurance on the property to the benefit of Buyer. In the event Seller is unable to cure such title defects within thirty (30) days and is unable to obtain a policy of title insurance on the property to the benefit of Buyer by a <<STATE>> licensed title company, Buyer shall have the option of taking such title as Seller can give, or being reimbursed for any amounts all Deposit monies paid by Buyer in settlement sole satisfaction of any Proceeding effected without claim Buyer may have against Seller. In the Company’s written consent; providedlatter event, however, that if a Change in Control has occurred subsequent there shall be no further liability or obligation on either of the parties hereto and this Contract shall become null and void and all Deposits hereunder shall be returned immediately to Buyer. The parties shall execute and deliver such other documents as are reasonably required to consummate the transaction contemplated by this Contract including but not limited to the date following: An assignment of this Agreementall leases, service contracts and security deposits. Such assignment shall contain an assumption by Buyer of Seller’s obligations under the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if leases and service contracts. To the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement extent assignable, an assignment of any Proceeding that might result in existing certificates of occupancy or other license issued by the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party applicable governmental authorities with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedProperty.

Settlement. The (a) With respect to a Proceeding for which the Company is obliged to indemnify the Indemnitee hereunder, the Company may conduct negotiations towards the settlement of a Proceeding (the “Settlement”) and, with the written consent of the Indemnitee (which the Indemnitee agrees not to unreasonably withhold) the Company may make such Settlement as it deems expedient, provided however that the Indemnitee shall not be liable required, as part of any proposed settlement of a Proceeding, to admit liability or agree to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreement, the Company shall be liable in respect of, or make contribution to, any compensation or other payment for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved which provision is made under the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, pay any compensation or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider other payment for which provision is made by such settlement, in the case of any such settlement . (b) With respect to a Proceeding for which the Company is obliged to indemnify the Indemnitee hereunder, if the Indemnitee fails to give the Indemnitee’s consent to the terms of a proposed Settlement which is otherwise acceptable to the Company and the claimant, the Company may require the Indemnitee would to negotiate or defend the Proceeding independently of the Company and in such event any amount recovered by such claimant in excess of the amount for which Settlement could have been made by the Company, shall not be required hereunder. The recoverable under this Indemnity, it being further agreed by the parties that the Company shall notonly be responsible for legal fees and costs up to the time at which such Settlement could have been made. (c) The Company, on its own behalfin consultation with the Indemnitee, settle any part shall have the right to negotiate a Settlement in respect of any Proceeding which is founded upon any of the acts specified in Section 9. In the event that the Company, in consultation with the Indemnitee, negotiates such Settlement, the Indemnitee shall pay any compensation or other payment for which provision is made under the Settlement and shall not seek indemnity or contribution from the Company in respect of such compensation or payment. The Indemnitee shall pay to which Indemnitee is a party with respect to other parties the Company, within 60 days of the Company making demand therefor, all fees, costs and expenses (including legal fees and disbursements on a full indemnity basis) which result from the Company) without the written consent of Indemnitee if any portion defence of the settlement is to be funded from insurance proceeds unless approved by a majority Proceeding in respect of which the Settlement was made in connection with any of the Independent Directorsacts specified in Section 9, provided that this sentence shall cease to be including the cost of any force and effect if it has been determined investigation undertaken by the Company in accordance with this Agreement that Indemnitee is not entitled connection therewith, to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargeddate the Settlement was made.

Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreementoccurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

Settlement. The Company shall will not be liable to indemnify the Indemnitee under this Agreement or otherwise for any Proceeding settlement amounts paid in settlement of any Proceeding effected or incurred without the Company’s written consent; provided, howeverwhich will not be unreasonably withheld, that if a Change in Control has occurred subsequent to the date of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settleconditioned, or if the Company makes an offer to settledelayed; provided that, any Proceeding, and provide Indemnitee with after a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is Control Change (other than a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless Control Change approved by a majority of the Independent DirectorsCompany directors who were Company directors immediately before such Control Change), provided the Company will be liable to indemnify the Indemnitee for settlement amounts paid or incurred if the Reviewing Party has approved the settlement. Without the Indemnitee’s prior written consent, the Company will not settle any Proceeding in any manner that this sentence shall cease would impose on the Indemnitee any penalty, any limitation, or any obligation to be take or not take any action, or that would expose the Indemnitee to any criminal, regulatory, civil, or other liability, or that does not contain a full, unqualified, and final release of all claims against the Indemnitee, or that would require the Indemnitee to admit liability or misconduct. If the Company receives an offer to settle any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding Proceeding, or if the Company intends to make any offer to settle any Proceeding, then the Company will promptly notify the Indemnitee, and the Company also will give the Indemnitee as much time as reasonably practicable to consider such offer; provided that the Indemnitee will not, under any circumstances, have less than three business days to consider such offer. The Company will not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial award if the Company was not given a reasonable and timely opportunity, at the Company’s obligations hereunder expense, to Indemnitee with respect to such Proceeding have been fully dischargedparticipate in defending the Proceeding; provided that the Company’s liability under this Agreement will not be excused if this Agreement precludes the Company’s participation in the Proceeding.

Settlement. The Responsible Party shall promptly notify the other party of each settlement offer with respect to a third party claim. Such other party shall promptly notify the Responsible Party whether or not such party is willing to accept the proposed settlement offer. If the Company is willing to accept the proposed settlement offer but Buyer or Rand refuses to accept such settlement offer, then if (i) such settlement offer requires only the payment of money damages, requires no other actions by any Indemnitee, does not impose any restriction on Buyer with respect to the operation of the Business or use of the Acquired Assets and provides a complete release of all Indemnitees that are a party to such third party claim with respect to the subject matter thereof, and (ii) the Company agrees in writing that the entire amount of such proposed settlement constitutes Losses that are indemnifiable (subject to the limitations set forth in this Article IX), then the amount payable to the Indemnitees with respect to such third party claim will be limited to the amount of such settlement offer subject to the limitations contained in this Article IX. The Company shall may nevertheless propose in writing a good faith, reasonable settlement offer (a "Company Proposed Settlement Offer") that requires only the payment of money damages, requires no other actions by any Indemnitee, does not be liable impose any restriction on Buyer with respect to indemnify Indemnitee under this Agreement the operation of the Business or otherwise for any amounts paid in settlement use of any Proceeding effected without the Company’s written consentAcquired Assets and provides a complete release of all Indemnitees who are parties to such third party claim with respect to the subject matter thereof; provided, however, that if a Change the Company agrees in Control has occurred subsequent writing that the entire amount of such proposed settlement constitutes Losses that are indemnifiable (subject to the date of limitations set forth in this Agreement, Article IX). If Buyer or Rand refuses to agree to or make a Company Proposed Settlement Offer to the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result claimant in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settlethird party claim, any Proceeding, and provide Indemnitee with amount payable to a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Buyer Indemnitee with respect to such Proceeding have been fully dischargedthird party claim will be limited to the amount of such proposed settlement offer. If any such settlement offer is made to any claimant and rejected by such claimant, the amount payable to an Indemnitee with respect to such claim will not be limited to the amount of such settlement offer but will remain subject to all other limitations set forth in this Agreement.

Settlement. The With respect to any Matter not brought by the Company or any of its Affiliates, the Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected by a Holder Party without the Company’s prior written consent; provided, howeverwhich shall not be unreasonably withheld, that conditioned or delayed, shall be deemed given if a Change in Control has occurred subsequent to the date of this Agreement, the Company does not object in writing within five (5) Business Days after receipt of written notice describing the proposed settlement in reasonable detail, and shall not be liable required for indemnification of Indemnitee for amounts paid any settlement imposing solely monetary obligations indemnifiable in settlement if the Independent Counsel has approved the settlement. Neither full by the Company nor any Subsidiary hereunder and imposing no admission, liability, restriction or Affiliate shall enter into a settlement of any Proceeding that might result in non-monetary obligation upon the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any ProceedingCompany. The Company shall promptly notify Indemnitee not condition its consent upon any admission or acknowledgment by a Holder Party, and the Company’s receipt of an offer foregoing consent requirement does not apply to settle, or if any Matter brought by the Company makes an offer to settle, or any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunderits Affiliates. The Company shall notnot settle or compromise, on its own behalf, settle any part or consent to the entry of any Proceeding to which Indemnitee is a party judgment or award with respect to other parties (including the Company) to, any Matter for which indemnification may be sought hereunder without the prior written consent of Indemnitee if the applicable Holder Party unless such settlement, judgment or award (i) unconditionally releases such Holder Party from all liability arising out of such Matter, (ii) imposes no liability, obligation, restriction or other adverse consequence upon such Holder Party, (iii) contains no admission or statement suggesting any portion fault, culpability or failure to act by or on behalf of the settlement is to be funded from insurance proceeds unless approved such Holder Party and (iv) requires no payment by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedHolder Party.

Settlement. The Settlement for the Project Facilities shall take place within thirty (30) days after the date of final payment by the Company shall not of all amounts to be liable to indemnify Indemnitee paid by the Company under the terms of this Agreement (provided that the Authority shall have paid or otherwise provided for any the payment of all amounts paid due and owing under the Indenture and the Indenture shall have been defeased in accordance with its terms), provided that the Company is not in default hereunder and provided that settlement shall be held only after the Company gives ten (10) days' prior written notice to the Authority of any Proceeding effected without said settlement. At settlement, the Company’s written consent; providedAuthority will assign to the Company all of its right, title and interest in and to the Project Facilities and will convey to the Company by ▇▇▇▇ of sale the personal property that constitutes the Project Facilities and by special warranty deed the real estate that constitutes the Project Facilities, excepting, however, that if any part of the Project Facilities taken by eminent domain (or conveyed by a Change bona fide sale in Control has occurred subsequent lieu thereof) during the term of this Agreement and subject, nevertheless, to all easements, covenants, reversions, conditions and restrictions existing at the time of the conveyance to the date Authority pursuant to Section 2.1 hereof, or thereafter created or permitted by the Company or by the Authority with the Company's consent. The Company agrees to pay all taxes, charges and costs, including but not limited to real estate transfer taxes, if any, legal fees, recording fees, notary fees and any other similar fees and charges that must be paid in order to complete settlement and in connection with the conveyance of this Agreementthe interest of the Authority in the Project Facilities from the Authority to the Company hereunder and, with respect to the Indenture and any other mortgage created by the Authority with the Company's consent, all mortgage satisfaction costs and fees. In the event the Company refuses to take and record title to the Property within the aforesaid thirty (30) day period, the Company shall be liable for indemnification pay to the Authority, or its agent, a service charge of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither One Hundred Dollars and No Cents ($100.00) per month until such time as the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in accepts and records title to the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedProperty.

Settlement. The Company Each party as indemnitee (“Indemnitee”) will give the other party as indemnitor (“Indemnitor”) prompt written notice of any Loss. If Indemnitor does not notify Indemnitee within a reasonable period after Indemnitor’s receipt of notice of any claim for Loss that Indemnitor is assuming the defense of Indemnitee, then until such defense is assumed by Indemnitor, Indemnitee shall not have the right to defend, contest, settle or compromise such Loss in the exercise of its reasonable judgment and all costs and expenses of such defense, contest, settlement or compromise (including reasonable outside attorneys’ fees and expenses) will be liable reimbursed to indemnify Indemnitee under this Agreement by Indemnitor. Upon assumption of the defense of any such Loss, Indemnitor will, at its own cost and expense, select legal counsel, and conduct and control the defense, compromise or otherwise for any amounts paid in settlement of any Proceeding effected without third-party claim, action or suit against such Indemnitee, and in any such case the CompanyIndemnitee, if applicable, shall reasonably cooperate in connection therewith and shall furnish such records, information and testimony in its possession and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by such Indemnitor in connection therewith. Notwithstanding the foregoing, Indemnitee may, at its election and sole expense, be represented in such action by separate counsel and Indemnitee may, at its election and sole expense, assume the defense of any such action, if Indemnitee hereby waives Indemnitor’s written consent; providedindemnity hereunder. Unless Indemnitee waives the indemnity hereunder, howeverin no event shall Indemnitee, that if a Change in Control has occurred subsequent to as part of the date of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation claim or detriment on Indemnitee, whether indemnifiable under proceeding covered by this Agreement indemnity or otherwise, stipulate to, admit or acknowledge any liability or wrongdoing (whether in contract, tort or otherwise) of any issue which may be covered by this indemnity without the consent of the Indemnitor (such consent not to be unreasonably withheld or delayed). Indemnitor shall obtain the Indemnitee’s prior written consent. Neither consent (such consent not to be unreasonably withheld or delayed) in connection with any settlement of, or consent to the Company nor entry of any judgment arising from, such Loss unless (x) the Indemnitee shall unreasonably withhold consent from any (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in (ii) not encumber any of the case assets of any Indemnitee or agree to any restriction or condition that would apply to or materially adversely affect any Indemnitee or the conduct of any Indemnitee business and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnitee potentially affected by such Loss and (y) such settlement for which or consent shall not include an admission of wrongdoing on the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent DirectorsIndemnitee. IT IS UNDERSTOOD AND AGREED THAT PROVIDER DOES NOT REPRESENT, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedWARRANT OR GUARANTEE IN ANY WAY THAT THE PERFORMANCE OF THE SERVICES OF THE EMPLOYEES WILL BE UNINTERRUPTED OR ERROR FREE. PROVIDER AND PURCHASER HEREBY AGREE THAT THIS AGREEMENT INVOLVES THE PROVISION OF SERVICES, AND THAT THIS AGREEMENT IS A SERVICE AGREEMENT FOR PURPOSES OF THE UNIFORM COMMERCIAL CODE AND THEREFORE THAT THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE SHALL NOT APPLY TO THIS AGREEMENT.

Settlement. The Company shall not be liable to indemnify Indemnitee Settlement Amount under this Agreement or otherwise for any amounts paid in settlement each of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreement, the Company Underlying Master Agreements shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with the terms of such agreement. If an Underlying Master Agreement does not provide a mechanism for calculating the Settlement Amount thereunder, the Settlement Amount shall equal the sum of (a) the Losses or Gains relating to each Transaction, plus (b) Costs that the Non-Defaulting Party incurs as a result of the termination and liquidation of each Transaction. All Settlement Amounts shall be netted against each other and the resulting net amount may be reduced by the exercise of rights to apply Collateral delivered under or held in connection therewith and pursuant to all rights granted in this Agreement that Indemnitee (as so netted and reduced, the "Final Settlement Amount"); provided, if a Settlement Amount has been setoff in whole or in part, such Settlement Amount, to the extent of such setoff, shall be deemed to have been discharged and no longer due under the relevant Underlying Master Agreement. Upon determination of the Final Settlement Amount, Non-defaulting Group shall provide Defaulting Group with a statement showing the calculation of the Final Settlement Amount. The Final Settlement Amount shall be payable by the Group from which such payment is not entitled to indemnification hereunder with respect due on the third Business Day after the statement is delivered to such Proceeding Group. In the event of a dispute as to the Final Settlement Amount payable by a Group, such Group shall, within the time proscribed herein, pay the undisputed amount of the Final Settlement Amount. The Parties shall in good faith seek to resolve such disputed amount of the Final Settlement Amount without delay. If the Parties are unable to resolve the disputed amount of the Final Settlement Amount within ten (10) days, the matter shall be submitted to arbitration in accordance with Section 15. The Final Settlement Amount shall bear interest at the highest rate provided for in any of the Underlying Master Agreements; provided, such rate shall not exceed the maximum non-usurious interest rate, if any, that at any time or if from time to time may be contracted for, taken, reserved, charged, or received thereon under any applicable law. Nothing in this Section 3 shall be construed to restrict or preclude Non-defaulting Group from realizing on Collateral at any time after the Company’s obligations hereunder Final Settlement Amount has been calculated by Non-defaulting Group, notwithstanding (and without awaiting the outcome of) any dispute as to Indemnitee with respect to such Proceeding have been fully dischargedthe Final Settlement Amount payable.

Settlement. The Company You shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s your written consent; providedconsent (which consent shall not be unreasonably withheld, howeverconditioned or delayed), that but if settled with your written consent or if there is a Change final and non-appealable judgment by a court of competent jurisdiction in Control has occurred subsequent any such Proceeding, you agree to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and reasonable and documented legal or other out-of-pocket expenses by reason of such settlement or judgment in accordance with and to the date extent provided in the other provisions of this Agreement, Section 7. It is further agreed that the Company Commitment Parties shall be severally liable for indemnification in respect of Indemnitee for amounts paid in settlement if their commitments to the Independent Counsel has approved Facilities, on a several, and not joint basis with any other Lender. You shall not, without the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement prior written consent of any Proceeding Indemnified Person (which consent shall not be unreasonably withheld, conditioned or delayed) (it being understood that might result in the imposition withholding of consent due to non-satisfaction of any Expenseof the conditions described in clauses (i), Other Liability(ii) and (iii) of this sentence shall be deemed reasonable), penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from effect any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the Company’s receipt subject matter of an offer such proceedings, (ii) does not include any statement as to settleor any admission of fault, culpability, wrong doing or if the Company makes an offer a failure to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case act by or on behalf of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party Indemnified Person and (iii) contains customary confidentiality provisions with respect to other parties (including the Company) without terms of such settlement. Each Indemnified Person shall be severally obligated to refund or return any and all amounts paid by you under this Section 7 to the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee extent such Indemnified Person is not entitled to indemnification hereunder payment of such amounts in accordance with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully dischargedterms hereof (as determined by a court of competent jurisdiction in a final and non-appealable judgment).

Settlement. The Company shall not be liable to indemnify the Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without its prior written consent, which consent shall not be unreasonably withheld by the Company. The Company shall not settle any Proceeding as it relates to the Indemnitee without the CompanyIndemnitee’s prior written consent, which consent shall not be unreasonably withheld by the Indemnitee; provided, that such consent shall not be required if such settlement (i) includes a release of the Indemnitee from all liability arising out of such Proceeding and (ii) does not include an admission of fault or culpability by or on behalf of the Indemnitee. In the event that such consent is not given by either the Company or the Indemnitee, as the case may be, and the parties hereto are unable to agree on a proposed settlement, Independent Legal Counsel shall be retained by the Company, at its expense, with the consent of the Indemnitee, which consent shall not be unreasonably withheld, for the purpose of determining whether or not the proposed settlement is reasonable under all the circumstances; and if Independent Legal Counsel determines the proposed settlement is reasonable under all the circumstances, the settlement may be consummated without the consent of the other party; provided, however, that if a Change in Control has occurred subsequent no settlement which would impose any penalty or limitation on the Indemnitee (as opposed to the date of this Agreement, the Company or any other person or entity) shall be liable made for indemnification the benefit of or imposed upon the Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s his prior written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.