Common use of Defense of Claims Clause in Contracts

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

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

Defense of Claims. The Bank Lessee or its insurers shall be entitled have the right (in each such case at the Lessee's sole expense) to participate in the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereofinvestigate or, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use Lessee or its insurers shall not reserve the right to dispute liability with respect to any insurance policies pursuant to which coverage is sought, (ii) in the case of counsel chosen the Lessee, no Event of Default shall have occurred and be continuing and (iii) the Lessee shall have first acknowledged in writing to such Indemnitee the Lessee's obligation to indemnify such Indemnitee hereunder in respect of such claim, defend any claim covered by insurance for which indemnification is sought pursuant to this Article 9 and each Indemnitee shall cooperate with the Bank Lessee or its insurers with respect thereto, and provided, further, the Lessee shall not be entitled to represent assume and control the defense of any such claim if and to the extent such Indemnitee would present reasonably objects to such counsel with control on the ground that an actual or potential material conflict of interestinterest exists where it is advisable for such Indemnitee to be represented by separate counsel. Subject to the immediately foregoing sentence, (ii) where the named parties Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to such a claim, no additional legal fees or expenses of such Indemnitee in any connection with the defense of such Claim (including any impleaded parties) include both (A) claim shall be indemnified hereunder unless the Bank fees or any subsidiary expenses were incurred at the written request of the Bank and (B) the Indemnitee, and the Indemnitee concludes that there may be one Lessee or more legal defenses available to him that are different from or in addition to those available such insurers. Subject to the Bank requirement of any policy of insurance applicable to a claim, an Indemnitee may participate at its own expense at any judicial proceeding controlled by the Lessee or any subsidiary its insurers pursuant to the preceding provisions, provided that such party's participation does not, in the opinion of the Bank independent counsel appointed by the Lessee or (iii) any its insurers to conduct such representation by proceedings, interfere with such counsel would be precluded under control; and such participation shall not constitute a waiver of the applicable standards of professional conduct then prevailing, then the indemnification provided in this Section 9.06. No Indemnitee shall be entitled enter into any settlement or other compromise with respect to retain separate counsel (but not more than one law firm plus, if applicable, local counsel any claim described in respect of any particular Claim) at the Bank’s expense. The Bank shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Bank’s prior written consent. The Bank shall not, Section 9.06 without the prior written consent of the IndemniteeLessee, effect which consent shall not unreasonably be withheld or delayed, unless such Indemnitee waives its right to be indemnified under this Article 9 with respect to such claim. The Lessee shall not enter into any settlement or compromise which admits any criminal violation, gross negligence or willful misconduct on the part of any Claim relating to an Indemnifiable Event which Indemnitee without the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter prior written consent of such Claim. Neither the Bank nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreement.

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

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

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

Defense of Claims. The Bank Unless an Event of Default has occurred and has not been waived by Lessor, Lessee and its insurers will have the right (in each such case at Lessee's sole expense) to investigate, defend or compromise any claim for which indemnification is sought as provided in this Section 1.07 (so long as Lessee has agreed in writing reasonably acceptable to the relevant Indemnitee that Lessee is liable to such Indemnitee for any Claims relating to or arising out of the Claim for which indemnification is sought, PROVIDED that Lessee will not be so liable to the extent that it is determined that one or more of the exclusions contained in Section 1.03 would be applicable to such Claim), and each Indemnitee will cooperate with Lessee and its insurers with respect thereto. If a claim is made against an Indemnitee involving one or more Claims and such Indemnitee has notice thereof, such Indemnitee shall promptly after receiving such notice give notice of such Claim to Lessee; PROVIDED that the failure to give such notice shall not affect the obligations of Lessee hereunder except to the extent Lessee is prejudiced by such failure or the Lessee's indemnification obligations are increased as a result of such failure. If no Specified Default shall have occurred and be continuing, Lessee shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (A) in any judicial or administrative proceeding that involves solely a claim for one or more Claims, to assume responsibility for and control thereof, (B) in any judicial or administrative proceeding involving a claim for one or more Claims and other claims related or unrelated to the transactions contemplated by the Operative Documents, to assume responsibility for and control of such claim for Claims to the extent that the same may be and is severed from such other claims (and such Indemnitee shall use its best efforts to obtain such severance), and (C) in any other case, to be consulted by such Indemnitee and to be allowed, at Lessee's sole expense, to participate therein. Notwithstanding any of the foregoing to the contrary, Lessee shall not be entitled to participate in the defense assume responsibility for and control of any Claim relating to such judicial or administrative proceedings or compromise any claim if such proceedings or compromise will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, the Aircraft, the Beneficial Interest or any part thereof unless in such an Indemnifiable Event event Lessee shall have posted a bond or to assume the defense thereof, with counsel reasonably other security satisfactory to the Indemnitee; provided that if the relevant Indemnitees in respect to such risk. The Indemnitee reasonably believes, after consultation may participate at its own expense and with its own counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Bank to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include both (A) the Bank or any subsidiary of the Bank and (B) the Indemnitee, and the Indemnitee concludes that there may be one or more legal defenses available to him that are different from or in addition to those available judicial proceeding controlled by Lessee pursuant to the Bank or any subsidiary of the Bank or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the Bank’s expense. The Bank shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Bank’s prior written consent. The Bank shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Bank nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreementpreceding provisions.

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

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

Defense of Claims. The Bank Company shall be entitled to participate in assume the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereofClaim, with counsel reasonably satisfactory to the Indemnitee, and after such counsel has been retained the Company will not be liable to Indemnitee for any fees of other counsel subsequently accrued by Indemnitee in connection therewith; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (ia) the use of counsel chosen by the Bank Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interestconflict, (iib) the named parties in any such Indemnifiable Claim (including without limitation any impleaded parties) include both (A) the Bank or any subsidiary of the Bank Company and (B) the Indemnitee, Indemnitee and the Indemnitee concludes shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Bank or any subsidiary of the Bank Company, or (iiic) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the BankCompany’s expense. If the Company assumes the defense of any Indemnifiable Claim and Indemnitee is not entitled to retain separate counsel at the Company’s expense pursuant to the immediately preceding sentence, Indemnitee shall be entitled to retain counsel at Indemnitee’s own expense and participate therein. If the Company does not assume the defense of an Indemnifiable Claim, the Company shall be entitled to participate therein. The Bank Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim relating to an Indemnifiable Event effected without the BankCompany’s prior written consent. The Bank Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim relating to an Indemnifiable Event which the Indemnitee is is, or could have been been, a party unless (i) such settlement solely involves the payment of money (and such payment is not a fine) and includes a complete and unconditional release of the Indemnitee from all liability on all any claims that are the subject matter of such Indemnifiable Claim without an admission of liability or wrongdoing on the part of Indemnitee and (ii) the Company shall have agreed Indemnitee is entitled to indemnification hereunder in respect of such Indemnifiable Claim. Neither the Bank Company nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreement.

Defense of Claims. The Bank Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Bank Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include both (A) the Bank or any subsidiary of the Bank Company and (B) the Indemnitee, Indemnitee and the Indemnitee concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Bank or any subsidiary of the Bank Company, or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the BankCompany’s expense. The Bank Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the BankCompany’s prior written consent. The Bank Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Bank Company nor the Indemnitee shall unreasonably withhold withhold, condition or delay its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina lawIn no event shall Indemnitee be required to waive, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by prejudice or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreementlimit attorney-client privilege or work-product protection or other applicable privilege or protection.

Defense of Claims. The Bank Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Bank Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include both (A) the Bank Company or any subsidiary of the Bank Company and (B) the Indemnitee, and the Indemnitee concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Bank Company or any such subsidiary of the Bank Company, or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the BankCompany’s expense. The Bank Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the BankCompany’s prior written consent. The Bank Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Bank Company nor the Indemnitee shall unreasonably withhold withhold, condition or delay its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To In no event shall the fullest extent permitted by North Carolina lawIndemnitee be required to waive, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by prejudice or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreementlimit attorney-client privilege or work-product protection or other applicable privilege or protection.

Defense of Claims. The Bank Corporation shall be entitled to participate in the defense of any Proceeding or Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (ia) the use of counsel chosen by the Bank Corporation to represent the Indemnitee would present such counsel with an actual or potential conflict of interestconflict, (iib) the named parties in any such Proceeding or Claim (including any impleaded parties) include both (A) the Bank or any subsidiary Corporation and Indemnitee and Indemnitee shall conclude, based on the advice of the Bank and (B) the Indemniteecounsel, and the Indemnitee concludes that there may be one or more legal defenses available to him him/her that are different from or in addition to those available to the Bank or any subsidiary of the Bank Corporation, or (iiic) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Proceeding or Claim) at the BankCorporation’s expense. The Bank Corporation shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding or Claim relating to an Indemnifiable Event effected without the BankCorporation’s prior written consent. The Bank Corporation shall not, without the prior written consent of the Indemnitee, effect any settlement of any Proceeding or Claim relating to an Indemnifiable Event which the Indemnitee is is, or could have been been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all any claims that are the subject matter of such Proceeding or Claim. Neither the Bank Corporation nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided provided, that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreement.

Defense of Claims. The Bank Lessee or its insurers shall have the right (in each such case at the Lessee's sole expense) to investigate, defend (and control the defense of) any such claim for which indemnification is sought pursuant to this Article 7 (so long as Lessee has agreed in writing reasonably acceptable to the relevant Indemnitee that Lessee is liable to such Indemnitee for any Expenses relating to or arising out of the claim for which indemnification is sought, provided that Lessee will not be so liable to the extent that it is reasonably determined that one or more of the exclusions contained in Section 7.01(b) would be applicable to such claim) and each Indemnitee shall cooperate with the Lessee or its insurers with respect thereto, PROVIDED THAT, without limiting the right of the Lessee's insurers to assume and control the defense of or to compromise, any such claim, the Lessee shall not be entitled to participate in assume and control the defense of or compromise any Claim relating to an Indemnifiable such claim (A) during the continuance of any Event of Default arising under Sections 16(a), (b), (f), (g) or to assume (h) of the defense thereofLease, with counsel reasonably satisfactory to the Indemnitee; provided that (B) if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Bank to represent the Indemnitee would present such counsel with an actual or potential material conflict of interest, interest exists making it advisable in the good faith opinion of such Indemnitee (ii) on the named parties in any such Claim (including any impleaded parties) include both (A) the Bank or any subsidiary basis of the Bank and (B) the Indemnitee, and the Indemnitee concludes that there may be one or more legal defenses available to him that are different from or in addition to those available to the Bank or any subsidiary of the Bank or (iii) any such representation by such counsel would be precluded under the applicable prevailing standards of professional conduct then prevailingresponsibility) for such Indemnitee to be represented by separate counsel or if such proceeding involves the potential imposition of criminal liability on such Indemnitee or (C) if such proceeding will involve any non-de minimis risk of the sale, then forfeiture or loss of, or the creation of any Lien (other than Permitted Liens) on the Aircraft or the Trust Estate (unless the Lessee posts a bond or other security reasonably acceptable in form and substance to such Indemnitee) or involve any risk of criminal liability to such Indemnitee. Subject to the immediately foregoing sentence, where the Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to such a claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be entitled indemnified hereunder unless the fees or expenses were incurred at the written request of the Lessee or such insurers. Subject to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect the requirement of any particular Claim) policy of insurance applicable to a claim, an Indemnitee may participate at its own expense at any judicial proceeding controlled by the Bank’s expense. The Bank Lessee or its insurers pursuant to the preceding provisions, to the extent that such party's participation does not, in the reasonable opinion of the independent counsel appointed by the Lessee or its insurers to conduct such proceedings, interfere with the defense of such claim (it being agreed that the making of copies, giving notice of proceedings and the like shall not be liable considered interference); and such participation shall not constitute a waiver of the indemnification provided in this Section 7.03. No Indemnitee shall enter into any settlement or other compromise with respect to the Indemnitee under any claim described in this Agreement for Section 7.03 (other than any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Bank’s prior written consent. The Bank shall not, claim involving potential criminal liability) without the prior written consent of the IndemniteeLessee, effect unless such Indemnitee waives its right to be indemnified under this Article 7 with respect to such claim or unless an Event of Default under Section 16(a), 16(f), 16(g) or 16(h) of the Lease is continuing. The Lessee shall not enter into any settlement or compromise with respect to which the Lessee has not agreed to indemnify such Indemnitee to such Indemnitee's satisfaction or which admits any criminal violation, gross negligence or willful misconduct on the part of any Claim relating to an Indemnifiable Event which Indemnitee without the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter prior written consent of such Claim. Neither the Bank nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreement.

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

Defense of Claims. The Bank Lessee or its insurers shall have the right (in each such case at the Lessee's sole expense) to investigate, defend (and control the defense of) any such claim for which indemnification is sought pursuant to this Article 7 (so long as Lessee has agreed in writing reasonably acceptable to the relevant Indemnitee that Lessee is liable to such Indemnitee for any Expenses relating to or arising out of the claim for which indemnification is sought, provided that Lessee will not be so liable to the extent that it is reasonably determined that one or more of the exclusions contained in Section 7.01(b) would be applicable to such claim) and each Indemnitee shall cooperate with the Lessee or its insurers with respect thereto, PROVIDED THAT, without limiting the right of the Lessee's insurers to assume and control the defense of or to compromise, any such claim, the Lessee shall not be entitled to participate in assume and control the defense of or compromise any Claim relating to an Indemnifiable such claim (A) during the continuance of any Event of Default arising under Sections 16(a), (b), (f), (g) or to assume (h) of the defense thereofLease, with counsel reasonably satisfactory to the Indemnitee; provided that (B) if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Bank to represent the Indemnitee would present such counsel with an actual or potential material conflict of interest, interest exists making it advisable in the good faith opinion of such Indemnitee (ii) on the named parties in any such Claim (including any impleaded parties) include both (A) the Bank or any subsidiary basis of the Bank and (B) the Indemnitee, and the Indemnitee concludes that there may be one or more legal defenses available to him that are different from or in addition to those available to the Bank or any subsidiary of the Bank or (iii) any such representation by such counsel would be precluded under the applicable prevailing standards of professional conduct then prevailingresponsibility) for such Indemnitee to be represented by separate counsel or if such proceeding involves the potential imposition of criminal liability on such Indemnitee or (C) if such proceeding will involve any non-de minimis risk of the sale, then forfeiture or loss of, or the creation of any Lien (other than Permitted Liens) on the Aircraft or the Trust Estate (unless the Lessee posts a bond or other security reasonably acceptable in form and substance to such Indemnitee) or involve any risk of criminal liability to such Indemnitee. Subject to the immediately foregoing sentence, where the Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to such a claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be entitled indemnified hereunder unless the fees or expenses were incurred at the written request of the Lessee or such insurers. Subject to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect the requirement of any particular Claim) policy of insurance applicable to a claim, an Indemnitee may participate at its own expense at any judicial proceeding controlled by the Bank’s expense. The Bank Lessee or its insurers pursuant to the preceding provisions, to the extent that such party's participation does not, in the reasonable opinion of the independent counsel appointed by the Lessee or its insurers to conduct such proceedings, interfere with the defense of such claim (it being agreed that the making of copies, giving notice of proceedings and the like shall not be liable considered interference); and such participation shall not constitute a waiver of the indemnification provided in this Section 7.03. No Indemnitee shall enter into any settlement or other compromise with respect to the Indemnitee under any claim 40 described in this Agreement for Section 7.03 (other than any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Bank’s prior written consent. The Bank shall not, claim involving potential criminal liability) without the prior written consent of the IndemniteeLessee, effect unless such Indemnitee waives its right to be indemnified under this Article 7 with respect to such claim or unless an Event of Default under Section 16(a), 16(f), 16(g) or 16(h) of the Lease is continuing. The Lessee shall not enter into any settlement or compromise with respect to which the Lessee has not agreed to indemnify such Indemnitee to such Indemnitee's satisfaction or which admits any criminal violation, gross negligence or willful misconduct on the part of any Claim relating to an Indemnifiable Event which Indemnitee without the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter prior written consent of such Claim. Neither the Bank nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreement.

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

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

Defense of Claims. The Bank Notwithstanding anything to the contrary contained in this Lease, if any claim, action or proceeding is brought against a party for a matter covered by an indemnification by the other party which is contained in this Lease, then: (a) the indemnifying party shall defend such claim, action or proceeding by counsel selected by such indemnifying party and reasonably satisfactory to the indemnified party (counsel for the insurance company of such indemnifying party being deemed to be satisfactory), (b) the indemnified party shall be entitled obligated to participate cooperate in the defense of such claim, action or proceeding, and (c) the indemnifying party shall not settle any Claim relating such claim, action or proceeding without the approval of the indemnified party (such approval not to an Indemnifiable Event be unreasonably withheld or to assume the defense thereof, with counsel reasonably satisfactory delayed). Notwithstanding any provision of this Lease to the Indemniteecontrary, in no event shall any mortgagee, or any purchaser of Landlord's interests in the Premises at a foreclosure of any applicable mortgage (a "Transferee"), have any obligations or liabilities (financial or otherwise) on account of any representation, warranty, or indemnification obligation of Landlord with respect to Hazardous Substances, asbestos, or other environmental laws, claims or liabilities, whether expressly stated as such or subsumed within general obligations to comply with laws or preserve the benefits of Tenant's use and enjoyment of the Premises (collectively, "Environmental Obligations"); provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemniteeprovided, that (i) upon any Transferee succeeding to the use of counsel chosen by the Bank to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include both (A) the Bank or any subsidiary interests of the Bank and (B) Landlord in the IndemniteePremises, and the Indemnitee concludes that there may such Transferee shall be one or more legal defenses available to him that are different from or in addition to those available subject to the Bank or any subsidiary Environmental Obligations then applicable under the terms of the Bank Lease to the extent (and only to the extent) that the same arise from substances or (iii) any such representation conditions on the Premises caused to be introduced or created by such counsel Transferee during the period in which such Transferee shall hold the Landlord's interests in the Premises. Nothing in the preceding sentence shall be construed to limit Tenant's right to assert claims or obtain remedies against the Landlord having originally failed to perform Environmental Obligations, if Tenant would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall otherwise be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the Bank’s expense. The Bank shall not be liable do so pursuant to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Bank’s prior written consent. The Bank shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is Lease and if such claims or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Bank nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does remedies do not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 involve termination of this AgreementLease, or offsets against rent payable to, or the assertion of claims against, any Mortgagee or Transferee.

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

Defense of Claims. The Bank Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereofthereof (with reasonable participation by the Indemnitee), with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (ia) the use of counsel chosen by the Bank Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (iib) the named parties in any such Claim (including any impleaded parties) include both (A) the Bank or any subsidiary of the Bank Company and (B) the Indemnitee, Indemnitee and the Indemnitee concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Bank or any subsidiary of the Bank or Company, (iiic) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, or (d) Indemnitee concludes that such counsel has failed, or is failing, to adequately protect the interests of the Indemnitee after written notice to such counsel and the Company explaining in reasonable detail the basis for such conclusion, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the BankCompany’s expense. The Bank Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the BankCompany’s prior written consent. The Bank Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which that the Indemnitee is or could have been a party to, unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Bank Company nor the Indemnitee shall unreasonably withhold its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreement.

Defense of Claims. The Bank Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event or or, in its sole discretion, to assume the defense thereofof such Claim, with counsel reasonably satisfactory to the Indemnitee; provided provided, however, that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Bank Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include both (A) the Bank or any subsidiary of the Bank Company and (B) the Indemnitee, Indemnitee and the Indemnitee concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Bank or any subsidiary of the Bank Company, or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the BankCompany’s expense. The Bank Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the BankCompany’s prior written consent. The Bank Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Bank Company nor the Indemnitee shall unreasonably withhold its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreement.

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

Defense of Claims. The Bank Company shall be entitled to participate in the defense of any Indemnifiable Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (ia) the use of counsel chosen by the Bank Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interestconflict, (iib) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both (A) the Bank or any subsidiary of the Bank Company and (B) the Indemnitee, Indemnitee and the Indemnitee concludes shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Bank or any subsidiary of the Bank Company, or (iiic) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the BankCompany’s expense. The Bank After notice from the Company to Indemnitee of its election to assume the defense of any such Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided in the prior sentence. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim relating to an Indemnifiable Event effected without the BankCompany’s prior written consent. The Bank Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim relating to an Indemnifiable Event which the Indemnitee is is, or could have been been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all any claims that are the subject matter of such Indemnifiable Claim. Neither the Bank Company nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreement.

Defense of Claims. The Bank Lessee or its insurers shall be entitled have the right (in each such case at the Lessee's sole expense) to participate in the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereofinvestigate or, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use Lessee or its insurers shall not reserve the right to dispute liability with respect to any insurance policies pursuant to which coverage is sought, (ii) in the case of counsel chosen the Lessee, no Payment Default or Event of Default shall have occurred and be continuing or shall arise at any time during the claim and (iii) the Lessee shall have first acknowledged in writing to such Indemnitee the Lessee's obligation to indemnify such Indemnitee hereunder in respect of such claim, defend any such claim covered by insurance for which indemnification is sought pursuant to this Article 9 and each Indemnitee shall cooperate with the Bank Lessee or its insurers with respect thereto, and provided, further, the Lessee shall not be entitled to represent assume and control the defense of any such claim if and to the extent (A) such Indemnitee would present reasonably objects to such counsel with control on the ground that an actual or potential material conflict of interest, (ii) interest exists where it is advisable for such Indemnitee to be represented by separate counsel or on the named parties in any grounds that such Claim (including any impleaded parties) include both (A) proceeding involves the Bank potential imposition of criminal liability on such Indemnitee or any subsidiary of the Bank and (B) such proceeding will involve any material danger of the sale, forfeiture or loss of, or the creation of any Lien on the Aircraft or the Trust Estate (unless the Lessee posts a bond or other security reasonably acceptable in form and substance to such Indemnitee, and the ) or involve any material risk of civil liability to such Indemnitee concludes that there may be one or more legal defenses available to him that are different from or in addition to those available for which it is not indemnified hereunder. Subject to the Bank immediately foregoing sentence, where the Lessee or any subsidiary the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to such a claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be indemnified hereunder unless the fees or expenses were incurred at the written request of the Bank Lessee or (iii) such insurers. Subject to the requirement of any policy of insurance applicable to a claim, an Indemnitee may participate at its own expense at any judicial proceeding controlled by the Lessee or its insurers pursuant to the preceding provisions, to the extent that such representation party's participation does not, in the opinion of the independent counsel appointed by the Lessee or its insurers to conduct such counsel would be precluded under proceedings, interfere with such control; and such participation shall not constitute a waiver of the applicable standards of professional conduct then prevailing, then the indemnification provided in this Section 9.06. No Indemnitee shall be entitled enter into any settlement or other compromise with respect to retain separate counsel (but not more than one law firm plus, if applicable, local counsel any claim described in respect of any particular Claim) at the Bank’s expense. The Bank shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Bank’s prior written consent. The Bank shall not, Section 9.06 without the prior written consent of the IndemniteeLessee, effect which consent shall not unreasonably be withheld or delayed, unless such Indemnitee waives its right to be indemnified under this Article 9 with respect to such claim. The Lessee shall not enter into any settlement or compromise which the Lessee has not agreed to discharge or with respect to which the Lessee has not agreed to indemnify such Indemnitee to such Indemnitee's satisfaction or which admits any criminal violation, gross negligence or willful misconduct on the part of any Claim relating to an Indemnifiable Event which Indemnitee without the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter prior written consent of such Claim. Neither the Bank nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreement.

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

Defense of Claims. The Bank Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event threatened or pending action, suit, proceeding or claim in respect of which the Indemnitee requests indemnification hereunder or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (ia) the use of counsel chosen by the Bank Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interestconflict, (iib) the named parties in any such Claim action, suit, proceeding or claim (including any impleaded parties) include both (A) the Bank or any subsidiary of the Bank and (B) the Indemnitee, Company and the Indemnitee concludes and the Indemnitee shall conclude that there may be one or more legal defenses available to him that are different from or in addition to those available to the Bank or any subsidiary of the Bank or Company, (iiic) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailingprevailing or (d) any such representation could be reasonably expected to increase Indemnitee’s risk of liability, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claimaction, suit, proceeding or claim) at the BankCompany’s expense. The Bank shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Bank’s prior written consent. The Bank Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating threatened or pending action, suit, proceeding or claim to an Indemnifiable Event which the Indemnitee is is, or could have been been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all any claims that are the subject matter of such Claimaction, suit, proceeding or claim. Neither the Bank nor the The Indemnitee shall not unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreement.

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

Defense of Claims. The Bank Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that (A) the Company shall not be entitled, without the written consent of the Indemnitee, to assume the defense of any Claim by or in the right of the Company and (B) if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Bank Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include both (A) the Bank Company or any subsidiary of the Bank Company and (B) the Indemnitee, Indemnitee and the Indemnitee concludes that there may be one or more legal defenses available to him that are different from or in addition to those available to the Bank Company or any subsidiary of the Bank Company or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the BankCompany’s expense. The Bank Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the BankCompany’s prior written consent. The Bank Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Bank Company nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. In no event shall the Indemnitee be required to waive, prejudice or limit attorney-client privilege or work-product protection or other applicable privilege or protection. To the fullest extent permitted by North Carolina applicable law, the BankCompany’s assumption of the defense of a Claim pursuant to this Section 15 16 will constitute an irrevocable acknowledgement by the Bank Company that any Indemnifiable Expenses incurred by or for the account of the Indemnitee incurred in connection therewith are indemnifiable by the Bank Company under Section 2 of this Agreement. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for herein is held by a court of competent jurisdiction to be unavailable to Indemnitee in whole or in part, it is agreed that, in such event, the Company shall, to the fullest extent permitted by law, contribute to the payment of all of the Indemnitee’s loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by or on behalf of Indemnitee in connection with any action, suit or proceeding, including any appeals, in an amount that is just and equitable in the circumstances.

Defense of Claims. The Bank Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Bank Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include both (A) the Bank Company or any subsidiary of the Bank Company and (B) the Indemnitee, and the Indemnitee concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Bank Company or any subsidiary of the Bank Company or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the BankCompany’s expense. The Bank Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the BankCompany’s prior written consent. The Bank Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Bank Company nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a such complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina Delaware law, the BankCompany’s assumption of the defense of a Claim pursuant to this Section 15 10 will constitute an irrevocable acknowledgement by the Bank Company that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank Company under Section 2 of this Agreement.

Defense of Claims. The Bank Indemnitor shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (ia) the use of counsel chosen by the Bank Indemnitor to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (iib) the named parties in any such Claim (including any impleaded parties) include both (A) the Bank Indemnitor or any subsidiary of the Bank Indemnitor and (B) the Indemnitee, Indemnitee and the Indemnitee concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Bank Indemnitor or any subsidiary of the Bank Indemnitor or (iiic) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the BankIndemnitor’s expense. The Bank Indemnitor shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the BankIndemnitor’s prior written consent. The Bank Indemnitor shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Bank Indemnitor nor the Indemnitee shall unreasonably withhold withhold, condition or delay its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina lawIn no event shall Indemnitee be required to waive, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by prejudice or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreementlimit attorney client privilege or work product protection or other applicable privilege or protection.

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

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

Defense of Claims. The Bank Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Bank Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include both (A) the Bank Company or any subsidiary of the Bank Company and (B) the Indemnitee, and the Indemnitee concludes that there may be one or more legal defenses available to him that are different from or in addition to those available to the Bank Company or any subsidiary of the Bank Company or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the BankCompany’s expense. The Bank Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the BankCompany’s prior written consent. The Bank Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Bank Company nor the Indemnitee shall unreasonably withhold its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina lawthe laws of the state of Delaware, the BankCompany’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank Company that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank Company under Section 2 of this Agreement.

Defense of Claims. The Bank Corporation shall be entitled to participate in the defense of any Claim or Proceeding relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that provided, that, if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Bank Corporation to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim or Proceeding (including any impleaded parties) include both (A) the Bank or any subsidiary of Corporation and the Bank and (B) the Indemnitee, Indemnitee and the Indemnitee concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Bank or any subsidiary of the Bank Corporation or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm firm, plus, if applicable, local counsel in respect of any particular ClaimClaim or Proceeding) at the BankCorporation’s expense. The Bank shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Bank’s prior written consent. The Bank Corporation shall not, without the prior written consent of the IndemniteeIndemnitee (not to be unreasonably withheld, conditioned or delayed), effect any settlement of any Claim or Proceeding relating to an Indemnifiable Event in respect of which the Indemnitee is has had or could have been a party any Expense, Liability or Loss unless (i) such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability Liability on all claims causes of action that are the subject matter of such Claim. Neither Claim or Proceeding and (ii) all such Expenses, Liabilities and Losses will be paid or reimbursed by or for the Bank nor Corporation without any liability, obligation or responsibility on the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release part of the Indemnitee. To The Indemnitee shall not, without the fullest extent permitted by North Carolina law, the Bank’s assumption prior written consent of the defense Corporation (not to be unreasonably withheld, conditioned or delayed), effect any settlement of a any Claim or Proceeding relating to an Indemnifiable Event in respect of which the Corporation has had or could have any liability, obligation or responsibility for any Indemnifiable Amount unless the Indemnitee has in good faith requested security pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreementand such security has not been provided.

Defense of Claims. The Bank Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee upon giving written notice to the Indemnitee. After delivery of such notice, the Company will not be liable to Indemnitee under this Agreement for any legal or other Indemnifiable Expenses subsequently incurred by Indemnitee in connection with such defense other than reasonable Indemnifiable Expenses of investigation; provided that if Indemnitee shall have the Indemnitee reasonably believes, right to employ its counsel in such Claim but the fees and expenses of such counsel incurred after consultation with counsel selected by delivery of notice from the Company of its assumption of such defense shall be at the Indemnitee, ’s expense; provided further that if: (i) the use employment of counsel chosen by Indemnitee has been previously authorized by the Bank to represent the Indemnitee would present such counsel with an actual or potential conflict of interestCompany, (ii) the named parties in any such Claim (including any impleaded parties) include both (A) the Bank or any subsidiary of the Bank and (B) the Indemnitee, and the Indemnitee concludes shall have reasonably concluded that there may be one or more legal defenses available to him that are different from or a conflict of interest between the Company and Indemnitee in addition to those available to the Bank or conduct of any subsidiary of the Bank such defense, or (iii) any the Company shall not, in fact, have employed counsel to assume the defense of such representation by such action, the reasonable fees and expenses of counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel at the expense of the Company (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the Bank’s expense). The Bank Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the BankCompany’s prior written consent. The Bank Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Bank Company nor the Indemnitee shall unreasonably withhold its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the IndemniteeIndemnitee as to any Claim actually made or which could have been made based on the subject matter of the Claim. To the fullest extent permitted by North Carolina lawthe laws of the state of Delaware, the BankCompany’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank Company that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank Company under Section 2 of this Agreement.

Defense of Claims. The Bank Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Bank Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include both (A) the Bank Company or any subsidiary of the Bank Company and (B) the Indemnitee, Indemnitee and the Indemnitee concludes that there may be one or more legal defenses available to him that are different from or in addition to those available to the Bank Company or any subsidiary of the Bank Company or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the BankCompany’s expense. The Bank Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the BankCompany’s prior written consent. The Bank Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Bank Company nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina Delaware law, the BankCompany’s assumption of the defense of a Claim pursuant to this Section 15 14 will constitute an irrevocable acknowledgement by the Bank Company that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank Company under Section 2 of this Agreement.

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

Defense of Claims. The Bank Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Bank Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include both (A) the Bank Company, or any subsidiary of the Bank Company, and (B) the Indemnitee, and the Indemnitee concludes that there may be one or more legal defenses available to him Indemnitee that are different from or in addition to those available to the Bank Company or any subsidiary of the Bank Company, or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the BankCompany’s expense. The Bank Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the BankCompany’s prior written consent. The Bank Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event as to which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Bank Company nor the Indemnitee shall unreasonably withhold withhold, condition or delay its or his or her consent to any proposed settlement; provided that the Indemnitee may under any circumstances withhold consent to any settlement (i) that does not provide a complete and unconditional release of the Indemnitee and/or (ii) that has any admission of liability by Indemnitee. To the fullest extent permitted by North Carolina lawIn no event shall Indemnitee be required to waive, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by prejudice or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreementlimit attorney-client privilege or work-product protection or other applicable privilege or protection.

Defense of Claims. The Bank Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Bank Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include both (A) the Bank or any subsidiary of the Bank Company and (B) the Indemnitee, Indemnitee and the Indemnitee concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Bank or any subsidiary of the Bank Company, or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the BankCompany’s expense. The Bank Company shall not waive any privilege or right available to Indemnitee in any such Claim without Indemnitee’s prior written consent. The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the BankCompany’s prior written consent. The Bank Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Bank Company nor the Indemnitee shall unreasonably withhold its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To If Indemnitee is the fullest extent permitted by North Carolina lawsubject of or is implicated in any way during any proceeding, the Bank’s assumption of Company will share with Indemnitee any information it has turned over to any third parties concerning the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreementinvestigation.

Defense of Claims. The Bank Upon receipt by Indemnitor of a notice from Indemnitee with respect to any claim of a third party against Indemnitee, and acknowledgment by Indemnitor (whether after resolution of a dispute or otherwise) of Indemnitee's right to indemnification hereunder with respect to such claim, Indemnitor shall assume the defense of such claim with counsel reasonably satisfactory to Indemnitee and Indemnitee shall cooperate to the extent reasonably requested by Indemnitor in defense or prosecution thereof and shall furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by Indemnitor in connection therewith. If Indemnitor shall acknowledge Indemnitee's right to indemnification and elect to assume the defense of such claim, Indemnitee shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be entitled at the expense of Indemnitee. If Indemnitor has assumed the defense of any claim against Indemnitee, Indemnitor shall have the right to settle any claim for which indemnification has been sought and is available hereunder; provided that, to the extent that such settlement requires Indemnitee to take, or prohibits Indemnitee from taking, any action or purports to obligate Indemnitee, then Indemnitor shall not settle such claim without the prior written consent of Indemnitee. If Indemnitor does not assume the defense of a third party claim and disputes Indemnitee's right to indemnification, Indemnitor shall have the right to participate in the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereofsuch claim through counsel of its choice, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Bank to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include both (A) the Bank or any subsidiary of the Bank and (B) the Indemniteeat Indemnitor's expense, and the Indemnitee concludes that there may be one or more legal defenses available to him that are different from or in addition to those available to the Bank or any subsidiary of the Bank or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled have control over the litigation and authority to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the Bank’s expense. The Bank shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Bank’s prior written consent. The Bank shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless resolve such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the claim subject matter of such Claim. Neither the Bank nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreement5.03.

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

Defense of Claims. The Bank Pursuant to the terms hereof, the ----------------- Borrower or its insurers shall have the right (in each such case at the Borrower's sole expense) to investigate, defend (and control the defense of) any such claim for which indemnification is sought pursuant to this Article 7 and each Indemnitee shall reasonably cooperate with the Borrower and its insurers with respect thereto, provided that, such right of the Borrower shall be subject -------- ---- to Borrower having acknowledged in writing its obligation to indemnify the Indemnitee in respect of such claim if the defense of such claim is unsuccessful (unless and to the extent it is determined during any related proceedings that any of the exclusions set forth in Section 7.01(b) are applicable to such claim); provided further that, without limiting the right of the Borrower's -------- ------- ---- insurers to assume and control the defense of or to compromise, any such claim, the Borrower shall not be entitled to participate in assume and control the defense of or compromise any Claim relating to an Indemnifiable such claim (A) during the continuance of any Event or to assume the defense thereofof Default, with counsel reasonably satisfactory to the Indemnitee; provided that (B) if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Bank to represent the Indemnitee would present such counsel with an actual or potential material conflict of interestinterest exists making it advisable in the good faith opinion of such Indemnitee (on the basis of prevailing standards of professional responsibility) for such Indemnitee to be represented by separate counsel or if such proceeding involves the potential imposition of criminal (or any non-de minimis risk of civil) liability on such Indemnitee (and, (ii) the named parties in any such Claim instance, Borrower shall pay the reasonable fees and expenses of Lender's counsel) or (including C) if such proceeding will involve any impleaded parties) include both (A) the Bank or any subsidiary non-de minimis risk of the Bank sale, forfeiture or loss of, or the creation of any Lien (other than Permitted Liens) on the Engines (unless the Borrower posts a bond or other security reasonably acceptable in form and (Bsubstance to such Indemnitee) the or involve any risk of criminal liability to such Indemnitee, and the Indemnitee concludes that there may be one or more legal defenses available to him that are different from or in addition to those available . Subject to the Bank immediately foregoing sentence, where the Borrower or any subsidiary the insurers under a policy of insurance maintained by the Borrower undertake the defense of an Indemnitee with respect to such a claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be indemnified hereunder unless the fees or expenses were incurred at the written request of the Bank Borrower or such insurers; provided, that, subject to the rights of Borrower's insurers to -------- ---- assume and control the defense of or to compromise (iii) as provided herein), any such representation claim, any counsel selected by Borrower in connection with any defense shall be reasonably acceptable to the Lender. Subject to the requirement of any policy of insurance applicable to a claim, an Indemnitee may participate at its own expense at any judicial proceeding controlled by the Borrower or its insurers pursuant to the preceding provisions, to the extent that such party's participation does not, in the reasonable opinion of the independent counsel would be precluded under appointed by the applicable standards Borrower or its insurers to conduct such proceedings, interfere with the defense of professional conduct then prevailing, then such claim; and such participation shall not constitute a waiver of the indemnification provided in this Section 7.03. No Indemnitee shall be entitled enter into any settlement or other compromise with respect to retain separate counsel (but not more than one law firm plus, if applicable, local counsel any claim described in respect of any particular Claim) at the Bank’s expense. The Bank shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Bank’s prior written consent. The Bank shall not, Section 7.03 without the prior written consent of the IndemniteeBorrower (which consent shall not be unreasonably withheld or delayed) and its insurers, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves Indemnitee waives its right to be indemnified under this Article 7 with respect to such claim. Subject to the payment rights of money Borrower's insurers to assume and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Bank nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of control the defense of or to compromise, any such claim, the Borrower shall not enter into any settlement or compromise relating to any claims against the Lessor without consent of Lender (which consent shall not be unreasonably withheld or delayed); provided that, Borrower's insurers may not enter into any ------------- such settlement or compromise without Lender's consent unless a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by release of all related claims against the Bank that Lender (and any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred other Indemnitee) shall be obtained in connection therewith are indemnifiable by the Bank under Section 2 of this Agreementwith such settlement or compromise.

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

Defense of Claims. The Bank Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event Proceedings or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (ia) the use of counsel chosen by the Bank Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (iib) the named parties in any such Claim Proceedings (including any impleaded parties) include both the Company (A) the Bank or any subsidiary of its subsidiaries or any Enterprise) and the Bank and (B) the Indemnitee, Indemnitee and the Indemnitee concludes that there may be one or more legal defenses available to him that are different from or in addition to those available to the Bank Company (or any subsidiary of the Bank its subsidiaries or any Enterprise) or (iiic) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular ClaimProceedings) at the BankCompany’s expense. The Bank Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event Proceedings effected without the BankCompany’s prior written consent. The Bank Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event Proceedings which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such ClaimProceedings. Neither the Bank Company nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina Cayman Islands law, the BankCompany’s assumption of the defense of a Claim Proceedings pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank Company that any Indemnifiable Expenses all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or for the account of Indemnitee incurred on his behalf in connection therewith are indemnifiable by the Bank Company under Section 2 of this Agreement.

Defense of Claims. The Bank Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to the IndemniteeDirector/Officer; provided that if the Indemnitee reasonably Director/Officer believes, after consultation with counsel selected by the IndemniteeDirector/ Officer, that (i) the use of counsel chosen by the Bank Company to represent the Indemnitee Director/Officer would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include both (A) the Bank or any subsidiary of the Bank Company and (B) the Indemnitee, Director/Officer and the Indemnitee Director/Officer concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Bank or any subsidiary of the Bank Company, or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee Director/Officer shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the Bank’s Company's expense. The Bank Company shall not waive any privilege or right available to Director/Officer in any such Claim without Director/Officer's prior written consent. The Company shall not be liable to the Indemnitee Director/ Officer under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Bank’s Company's prior written consent. The Bank Company shall not, without the prior written consent of the IndemniteeDirector/Officer, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee Director/Officer is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee Director/Officer from all liability on all claims that are the subject matter of such Claim. Neither the Bank Company nor the Indemnitee Director/Officer shall unreasonably withhold its or his or her consent to any proposed settlement; provided that the Indemnitee Director/Officer may withhold consent to any settlement that does not provide a complete and unconditional release of Director/Officer. If Director/Officer is the Indemnitee. To the fullest extent permitted by North Carolina lawsubject of or is implicated in any way during any proceeding, the Bank’s assumption of Company will share with Director/Officer any information it has turned over to any third parties concerning the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreementinvestigation.

Defense of Claims. The Bank shall Company will be entitled to participate in the defense of any Indemnifiable Claim relating to an Indemnifiable Event or to assume the defense thereof, thereof with counsel reasonably satisfactory to the Indemnitee; provided provided, however, that if the Indemnitee reasonably believesdetermines, after consultation with counsel selected by the Indemnitee, that (ia) the use of counsel chosen by the Bank Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interestconflict, (iib) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both (A) the Bank or any subsidiary of the Bank Company and (B) the Indemnitee, Indemnitee and the Indemnitee concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Bank or any subsidiary of the Bank or Company, (iiic) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall will be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular ClaimIndemnifiable Claim for all indemnitees in Indemnitee’s circumstances) at the BankCompany’s expenseexpense or (d) Indemnitee reasonably determines that it has defenses or claims that are unique, separate or distinct from the defenses or claims of other Persons against whom the Claim has been made or might reasonably be expected to be made. The Bank shall Company will not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim relating to an Indemnifiable Event effected without the BankCompany’s prior written consent. The Bank shall Company will not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all any claims that are the subject matter of such Indemnifiable Claim. Neither the Bank Company nor the Indemnitee shall will unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreement.

Defense of Claims. The Bank Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to the IndemniteeDirector/Officer; provided that if the Indemnitee reasonably Director/Officer believes, after consultation with counsel selected by the IndemniteeDirector/Officer, that (i) the use of counsel chosen by the Bank Company to represent the Indemnitee Director/Officer would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include both (A) the Bank or any subsidiary of the Bank Company and (B) the Indemnitee, Director/Officer and the Indemnitee Director/Officer concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Bank or any subsidiary of the Bank Company, or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee Director/Officer shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the Bank’s Company's expense. The Bank Company shall not waive any privilege or right available to Director/Officer in any such Claim without Director/Officer's prior written consent. The Company shall not be liable to the Indemnitee Director/Officer under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Bank’s Company's prior written consent. The Bank Company shall not, without the prior written consent of the IndemniteeDirector/Officer, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee Director/Officer is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee Director/Officer from all liability on all claims that are the subject matter of such Claim. Neither the Bank Company nor the Indemnitee Director/Officer shall unreasonably withhold its or his or her consent to any proposed settlement; provided that the Indemnitee Director/Officer may withhold consent to any settlement that does not provide a complete and unconditional release of Director/Officer. If Director/Officer is the Indemnitee. To the fullest extent permitted by North Carolina lawsubject of or is implicated in any way during any proceeding, the Bank’s assumption of Company will share with Director/Officer any information it has turned over to any third parties concerning the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreementinvestigation.

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

Defense of Claims. The Bank Lessee or its insurers shall have ----------------- the right (in each such case at the Lessee's sole expense) to investigate, defend (and control the defense of) any such claim for which indemnification is sought pursuant to this Article 7 (so long as Lessee has agreed in writing reasonably acceptable to the relevant Indemnitee that Lessee is liable to such Indemnitee for any Expenses relating to or arising out of the claim for which indemnification is sought, provided that Lessee will not be so liable to the extent that it is reasonably determined that one or more of the exclusions contained in Section 7.01(b) would be applicable to such claim) and each Indemnitee shall cooperate, at Lessee's expense, with all reasonable requests of the Lessee or its insurers with respect thereto, provided that, without limiting -------- ---- the right of the Lessee's insurers to assume and control the defense of or to compromise, any such claim, the Lessee shall not be entitled to participate in assume and control the defense of or compromise any Claim relating to an Indemnifiable such claim (A) during the continuance of any Event of Default arising under Sections 16(a), (b), (f), (g) or to assume (h) of the defense thereofLease, with counsel reasonably satisfactory to the Indemnitee; provided that (B) if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Bank to represent the Indemnitee would present such counsel with an actual or potential material conflict of interest, interest exists making it advisable in the good faith opinion of such Indemnitee (ii) on the named parties in any such Claim (including any impleaded parties) include both (A) the Bank or any subsidiary basis of the Bank and (B) the Indemnitee, and the Indemnitee concludes that there may be one or more legal defenses available to him that are different from or in addition to those available to the Bank or any subsidiary of the Bank or (iii) any such representation by such counsel would be precluded under the applicable prevailing standards of professional conduct then prevailingresponsibility) for such Indemnitee to be represented by separate counsel or if such proceeding involve the potential imposition of criminal liability on such Indemnitee or (C) if such proceeding will involve any non-de minimis risk of the sale, then forfeiture or loss of, or the creation of any Lien (other than Permitted Liens) on the Aircraft, the Xxxxx Xxxxxxxxx Xxxxxx or the Trust Estate (unless the Lessee posts a bond or other security reasonably acceptable in form and substance to such Indemnitee) or involve any risk of criminal liability to such Indemnitee. Subject to the immediately foregoing sentence, where the Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to such a claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be entitled indemnified hereunder unless the fees or expenses were incurred at the written request of the Lessee or such insurers. Subject to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect the requirement of any particular Claim) policy of insurance applicable to a claim, an Indemnitee may participate at its own expense at any judicial proceeding controlled by the Bank’s expense. The Bank Lessee or its insurers pursuant to the preceding provisions, to the extent that such party's participation does not, in the reasonable opinion of the independent counsel appointed by the Lessee or its insurers to conduct such proceedings, interfere with the defense of such claim (it being agreed that the making of copies, giving notice of proceedings and the like shall not be liable considered interference); and such participation shall not constitute a waiver of the indemnification provided in this Section 7.03. Nothing contained in this Article 7 shall be deemed to the require an Indemnitee under this Agreement to contest any Expense or to assume responsibility for any amounts paid in settlement or control of any Claim relating judicial proceeding with respect thereto. No Indemnitee shall enter into any settlement or other compromise with respect to an Indemnifiable Event effected without the Bank’s prior written consent. The Bank shall not, any claim described in this Section 7.03 (other than any claim involving potential criminal liability) without the prior written consent of the IndemniteeLessee, effect unless such Indemnitee waives its right to be indemnified under this Article 7 with respect to such claim or unless an Event of Default under Section 16(a), 16(f), 16(g) or 16(h) of the Lease is continuing. The Lessee shall not enter into any settlement or compromise with respect to which the Lessee has not agreed to indemnify such Indemnitee to such Indemnitee's satisfaction or which admits any criminal violation, gross negligence or willful misconduct on the part of any Claim relating to an Indemnifiable Event which Indemnitee without the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter prior written consent of such Claim. Neither the Bank nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreement.

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

Defense of Claims. The Bank (a) If any claim or action by a third party arises after the Closing Date for which an Indemnitor is liable under the terms of this Agreement, then the Indemnitee shall be entitled notify the Indemnitor promptly after such claim or action arises and is known to participate the Indemnitee (provided no failure or delay in providing such notice shall impair Indemnitee’s right or Indemnitor’s obligations hereunder except to the extent such failure or delay has materially prejudiced Indemnitor’s ability to defend such claim or action), and, provided Indemnitor in writing accepts responsibility for indemnity hereunder, shall give the Indemnitor a reasonable opportunity: (i) to take part in any examination of any books and records; (ii) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee; (iii) to take all other required steps or proceedings to settle or defend any such claim or action; and (iv) to employ counsel to contest any such claim or action in the name of the Indemnitee or otherwise. If the Indemnitor wishes to assume the defense of such claim or action, it shall give written notice to the Indemnitee and within 10 days thereafter, Indemnitee shall permit, and Indemnitor shall thereafter assume, the defense of any Claim relating to an Indemnifiable Event such claim or to assume the defense thereofliability, with through counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Bank to represent the Indemnitee would present may participate in such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim defense (including any impleaded parties) include both (A) the Bank or any subsidiary of the Bank and (B) the Indemniteeinvolvement in strategic decisions, and the Indemnitee concludes that there may be one or more legal defenses available to him that are different from or in addition to those available to the Bank or any subsidiary of the Bank or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (including but not more than one law firm plus, if applicable, local counsel in respect of any particular Claimlimited to public relations issues) at the Bank’s its own expense. The Bank Any such settlement by Indemnitor shall require Indemnitee’s prior written consent (which shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Bank’s prior written consent. The Bank shall notunreasonably withheld), without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the unless Indemnitee is or could have been a party unless being released in accordance with such settlement, such settlement solely involves only the payment of money money, and includes a complete and unconditional release of Indemnitor has assumed sole responsibility for such payment. In addition, Indemnitee’s consent shall be required if such settlement would not require all adverse parties to maintain the Indemnitee from all liability on all claims that are the subject matter confidentiality of such Claim. Neither the Bank nor the Indemnitee shall unreasonably withhold its or his consent settlement and to refrain from making any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred public statements in connection therewith are indemnifiable by the Bank under Section 2 of this Agreementtherewith.

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

Defense of Claims. The Bank Lessee or its insurers shall be entitled have the right (in each such case at the Lessee's sole expense) to participate investigate, defend (and control the defense of) any such claim covered by insurance for which indemnification is sought pursuant to this Article 9 (in the defense case of any Claim relating to an Indemnifiable Event or to assume such defense by the defense thereofLessee, but not the Lessee's insurers, with counsel reasonably satisfactory to the relevant Indemnitee; provided that ) and each Indemnitee shall cooperate with the Lessee or its insurers with respect thereto, provided, that, without limiting the right of the Lessee's insurers to assume and control the defense of, or to compromise, any such claim, the Lessee shall not be entitled to assume and control the defense of or compromise any such claim (A) during the continuance of any Event of Default arising under Section 14(a) of the Lease, (B) if the such Indemnitee reasonably believes, after consultation with counsel selected by objects to such control on the Indemnitee, ground that (i) the use of counsel chosen by the Bank to represent the Indemnitee would present such counsel with an actual or potential material conflict of interestinterest exists making it advisable (on the basis of prevailing standards of professional responsibility) for such Indemnitee to be represented by separate counsel or on the grounds that such proceeding involves the potential imposition of criminal liability on such Indemnitee or (C) such proceeding will involve any material risk of the sale, forfeiture or loss of, or the creation of any Lien (iiother than Permitted Liens) on the named parties Aircraft or the Trust Estate (unless the Lessee posts a bond or other security reasonably acceptable in form and substance to such Indemnitee) or involve any material risk of civil liability to such Indemnitee for which it is not indemnified hereunder and, in any such Claim (including any impleaded parties) include both (A) case, the Bank or any subsidiary relevant Indemnitee will, in good faith, undertake the defense of such claim at the expense of the Bank and (B) Lessee. Subject to the Indemniteeimmediately foregoing sentence, where the Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to such a claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be indemnified hereunder unless the fees or expenses were incurred at the written request of the Lessee or such insurers or as the result of the prohibition of the dual representation of Lessee and the relevant Indemnitee concludes that there may be one or more legal defenses available to him that are different from or in addition to those available to the Bank or any subsidiary of the Bank or (iii) any such representation by such counsel would be precluded under the applicable standards rules of professional legal ethics. Subject to the requirement of any policy of insurance applicable to a claim, an Indemnitee may participate at its own expense at any judicial proceeding controlled by the Lessee or its insurers pursuant to the preceding provisions, to the extent that such party's participation does not, in the opinion of the independent counsel appointed by the Lessee or its insurers to conduct then prevailingsuch proceedings, then interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 9.06. No Indemnitee shall be entitled enter into any settlement or other compromise with respect to retain separate counsel (but not more than one law firm plus, if applicable, local counsel any claim described in respect of any particular Claim) at the Bank’s expense. The Bank shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Bank’s prior written consent. The Bank shall not, Section 9.06 without the prior written consent of the IndemniteeLessee (except during the continuance of an Event of Default arising under Section 14(a) of the Lease), effect which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified under this Article 9 with respect to such claim. The Lessee shall not enter into any settlement or compromise which the Lessee has not agreed to discharge or with respect to which the Lessee has not agreed to indemnify such Indemnitee to such Indemnitee's satisfaction or which admits any criminal violation, gross negligence or willful misconduct on the part of any Claim relating to an Indemnifiable Event which Indemnitee without the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter prior written consent of such Claim. Neither the Bank nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreement.

Defense of Claims. The Bank Pursuant to the terms hereof, the ----------------- Lessee or its insurers shall have the right (in each such case at the Lessee's sole expense) to investigate, defend (and control the defense of) any such claim for which indemnification is sought pursuant to this Article 7 and each Indemnitee shall reasonably cooperate with the Lessee and its insurers with respect thereto, provided that, such right of the Lessee shall be subject to -------- ---- Lessee having acknowledged in writing its obligation to indemnify the Indemnitee in respect of such claim if the defense of such claim is unsuccessful (unless and to the extent it is determined in good faith during any related proceedings that any of the exclusions set forth in Section 7.01(b) are applicable to such claim); provided further that, without limiting the right of the Lessee's -------- ------- ---- insurers to assume and control the defense of or to compromise, any such claim, the Lessee shall not be entitled to participate in assume and control the defense of or compromise any Claim relating to an Indemnifiable such claim (A) during the continuance of any Event or to assume the defense thereofof Default, with counsel reasonably satisfactory to the Indemnitee; provided that (B) if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Bank to represent the Indemnitee would present such counsel with an actual or potential material conflict of interest, interest exists making it advisable in the good faith opinion of such Indemnitee (iion the basis of prevailing standards of professional responsibility) for such Indemnitee to be represented by separate counsel or if such proceeding involves the named parties potential imposition of criminal (or any non-de minimis risk of civil) liability on such Indemnitee (and in any such Claim instance, Lessee shall pay the reasonable fees and expenses of Lessor's counsel) or (including C) if such proceeding will involve any impleaded parties) include both (A) the Bank or any subsidiary non-de minimis risk of the Bank sale, forfeiture or loss of, or the creation of any Lien (other than Permitted Liens) on the Aircraft (unless the Lessee posts a bond or other security reasonably acceptable in form and (Bsubstance to such Indemnitee) the or involve any risk of criminal liability to such Indemnitee, and the Indemnitee concludes that there may be one or more legal defenses available to him that are different from or in addition to those available . Subject to the Bank immediately foregoing sentence, where the Lessee or any subsidiary the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to such a claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be indemnified hereunder unless the fees or expenses were incurred at the written request of the Bank Lessee or such insurers; provided, that, -------- ---- subject to the rights of Lessee's insurers to assume and control the defense of or to compromise (iii) as provided herein), any such representation claim, any counsel selected by Lessee in connection with any defense shall be reasonably acceptable to the Lessor. Subject to the requirement of any policy of insurance applicable to a claim, an Indemnitee may participate at its own expense at any judicial proceeding controlled by the Lessee or its insurers pursuant to the preceding provisions, to the extent that such party's participation does not, in the reasonable opinion of the independent counsel would be precluded under appointed by the applicable standards Lessee or its insurers to conduct such proceedings, interfere with the defense of professional conduct then prevailing, then such claim; and such participation shall not constitute a waiver of the indemnification provided in this Section 7.03. No Indemnitee shall be entitled enter into any settlement or other compromise with respect to retain separate counsel (but not more than one law firm plus, if applicable, local counsel any claim described in respect of any particular Claim) at the Bank’s expense. The Bank shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Bank’s prior written consent. The Bank shall not, Section 7.03 without the prior written consent of the IndemniteeLessee (which consent shall not be unreasonably withheld or delayed) and its insurers, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves Indemnitee waives its right to be indemnified under this Article 7 with respect to such claim. Subject to the payment rights of money Lessee's insurers to assume and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Bank nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of control the defense of or to compromise, any such claim, the Lessee shall not enter into any settlement or compromise relating to any claims against the Lessor (or any Indemnitee) without consent of Lessor, or such Indemnitee (which consent shall not be unreasonably withheld or delayed); provided that, Lessee's insurers may -------- ---- not enter into any such settlement or compromise without Lessor's (or such Indemnitee's) consent unless a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by release of all related claims against the Bank that Lessor (and any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred other Indemnitee) shall be obtained in connection therewith are indemnifiable by the Bank under Section 2 of this Agreementwith such settlement or compromise.

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

Defense of Claims. The Bank Lessee or its insurers shall have ----------------- the right (in each such case at the Lessee's sole expense) to investigate, defend (and control the defense of) any such claim for which indemnification is sought pursuant to this Article 7 (so long as Lessee has agreed in writing reasonably acceptable to the relevant Indemnitee that Lessee is liable to such Indemnitee for any Expenses relating to or arising out of the claim for which indemnification is sought, provided that Lessee will not be so liable to the -------- ---- extent that it is reasonably determined that one or more of the exclusions contained in Section 7.01(b) would be applicable to such claim) and each Indemnitee shall cooperate, at Lessee's expense, with all reasonable requests of the Lessee or its insurers with respect thereto; provided that, without limiting -------- ---- the right of the Lessee's insurers to assume and control the defense of or to compromise, any such claim, the Lessee shall not be entitled to participate in assume and control the defense of or compromise any Claim relating to an Indemnifiable such claim (A) during the continuance of any Event or to assume the defense thereofof Default, with counsel reasonably satisfactory to the Indemnitee; provided that (B) if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Bank to represent the Indemnitee would present such counsel with an actual or potential material conflict of interest, interest exists making it advisable in the good faith opinion of such Indemnitee (ii) on the named parties in any such Claim (including any impleaded parties) include both (A) the Bank or any subsidiary basis of the Bank and (B) the Indemnitee, and the Indemnitee concludes that there may be one or more legal defenses available to him that are different from or in addition to those available to the Bank or any subsidiary of the Bank or (iii) any such representation by such counsel would be precluded under the applicable prevailing standards of professional conduct then prevailingresponsibility) for such Indemnitee to be represented by separate counsel or if such proceeding could in the good faith judgment of such Indemnitee involves the potential imposition of criminal liability on such Indemnitee or (C) if such proceeding will involve any non-de minimis risk of the sale, then forfeiture or loss of, or the creation of any Lien (other than Permitted Liens) on the Aircraft, the Indenture Estate or the Trust Estate (unless the Lessee posts a bond or other security reasonably acceptable in form and substance to such Indemnitee) or involve any risk of criminal liability to such Indemnitee. Subject to the immediately foregoing sentence, where the Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to such a claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be entitled indemnified hereunder unless the fees or expenses were incurred at the written request of the Lessee or such insurers. Subject to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect the requirement of any particular Claim) policy of insurance applicable to a claim, an Indemnitee may participate at its own expense at any judicial proceeding controlled by the Bank’s expense. The Bank Lessee or its insurers pursuant to the preceding provisions, to the extent that such party's participation does not, in the reasonable opinion of the independent counsel appointed by the Lessee or its insurers to conduct such proceedings, interfere with the defense of such claim (it being agreed that the making of copies, giving notice of proceedings and the like shall not be liable considered interference); and such participation shall not constitute a waiver of the indemnification provided in this Section 7.03; provided that, the reasonable fees and expenses -------- of such Indemnitee's counsel shall be paid by the Lessee if any of the circumstances described in clauses (A)-(C) of the second preceding sentence exists. Nothing contained in this Article 7 shall be deemed to the require an Indemnitee under this Agreement to contest any Expense or to assume responsibility for any amounts paid in settlement or control of any Claim relating judicial proceeding with respect thereto. No Indemnitee shall enter into any settlement or other compromise with respect to an Indemnifiable Event effected without the Bank’s prior written consent. The Bank shall not, any claim described in this Section 7.03 (other than any claim involving potential criminal liability) without the prior written consent of the IndemniteeLessee, effect unless such Indemnitee waives its right to be indemnified under this Article 7 with respect to such claim or unless an Event of Default is continuing. The Lessee shall not enter into any settlement or compromise with respect to which the Lessee has not agreed to indemnify such Indemnitee to such Indemnitee's satisfaction or which admits any criminal violation, gross negligence or willful misconduct on the part of any Claim relating to an Indemnifiable Event which Indemnitee without the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter prior written consent of such Claim. Neither the Bank nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreement.

Defense of Claims. The Bank Company shall be entitled to participate in the defense of any Indemnifiable Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. The Company’s participation in the defense of any Indemnifiable Claim of which the Company has not assumed the defense will not in any manner affect the rights of Indemnitee under this Agreement, including Indemnitee’s right to control the defense of such Indemnifiable Claims. With respect to the period (if any) commencing at the time at which the Company notifies Indemnitee that the Company has assumed the defense of any Indemnifiable Claim and continuing for so long as the Company shall be using its reasonable efforts to provide an effective defense of such Indemnifiable Claim, the Company shall have the right to control the defense of such Indemnifiable Claim and shall have no obligation under this Agreement in respect of any attorneys’ or experts’ fees or expenses or any other costs or expenses paid or incurred by Indemnitee in connection with defending such Indemnifiable Claim (other than such costs and expenses paid or incurred by Indemnitee in connection with any cooperation in the Company’s defense of such Indemnifiable Claim or other action undertaken by Indemnitee at the request of the Company or with the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed)); provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (ia) the use of counsel chosen by the Bank Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interestconflict, (iib) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both (A) the Bank or any subsidiary of the Bank and (B) the Indemnitee, Company and the Indemnitee concludes and the Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Bank or any subsidiary of the Bank Company, or (iiic) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain and use the services of separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the BankCompany’s expense. Nothing in this Agreement shall limit the Indemnitee’s right to retain or use his or her own counsel at his or her own expense in connection with any Indemnifiable Claim; provided that in all events the Indemnitee shall not unreasonably interfere with the conduct of the defense by the Company of any Indemnifiable Claim that the Company shall have assumed and of which the Company shall be using its reasonable best efforts to provide an effective defense. The Bank Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim relating to an Indemnifiable Event effected without the BankCompany’s prior written consent. The Bank Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim relating to an Indemnifiable Event which the Indemnitee is is, or could have been been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all any claims that are the subject matter of such Indemnifiable Claim. Neither the Bank Company nor the Indemnitee shall unreasonably withhold withhold, condition or delay its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreement.

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

Defense of Claims. 38- (a) If any claim or Action by a third party arises after the Closing Date for which an Indemnitor may be liable to an Indemnitee under the terms of this Agreement, then Indemnitee shall notify such Indemnitor within a reasonable time after such claim or Action arises and is known to such Indemnitees, and shall give the Indemnitor a reasonable opportunity: (i) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend such Indemnitee; (ii) to take all other required steps or proceedings to settle or defend any such claim or Action; and (iii) to employ counsel to contest any such claim or Action in the name of Indemnitee or otherwise. The Bank expenses of all proceedings, contests or lawsuits with respect to such Actions shall be entitled borne by the Indemnitor. If the Indemnitor desires to participate assume the defense of such claim or Action, then such Indemnitor shall give written notice to the Indemnitee within 30 days after notice from the Indemnitee of such claim or Action (unless the claim or action reasonably requires a response in less than 30 days after the notice is given to such Indemnitor, in which event such Indemnitor shall notify Indemnitee at least 10 days prior to such reasonably required response date), and the Indemnitor shall thereafter assume the defense of any Claim relating to an Indemnifiable Event such claim or to assume the defense thereof, with Action through counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitees may participate in such defense at their own expense; further provided that, Purchaser shall have the Indemnitee reasonably believessole right, after consultation with counsel selected exercisable in good faith, to direct and control the defense (whether or not assumed by the IndemniteeParent Indemnitors) of any and all claims or Actions that involve a Government or other Person acting as a third party payor for health care services; and further provided that, that (i) any Indemnitee may refuse to permit its Indemnitor to assume the use defense of counsel chosen by the Bank any claim or Action with respect to represent the Indemnitee would present such counsel with an actual or potential which defense there exists a material conflict of interest, (ii) the named parties in any interests between such Claim (including any impleaded parties) include both (A) the Bank or any subsidiary of the Bank Indemnitee and (B) the Indemnitee, and the Indemnitee concludes that there may be one or more legal defenses available an Indemnitor as to him that are different from or in addition to those available to the Bank or any subsidiary of the Bank or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the Bank’s expense. The Bank shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Bank’s prior written consent. The Bank shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claimthe claim or Action. Neither the Bank nor the A difference of opinion concerning how much to pay a third party claimant, without more, shall not constitute a material conflict of interests between an Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release an Indemnitor for purposes of the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreementpreceding sentence.

Defense of Claims. The Bank Within 20 business days of notice and provided that the Company agrees in writing that the Claim or Indemnifiable Event would be permitted under applicable law and Independent Legal Counsel has not rendered an opinion that the Claim or Indemnifiable Event is not permitted to be indemnified under applicable law, the Company shall be entitled to participate in assume the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereofEvent, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Bank Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include both (A) the Bank or any subsidiary of the Bank Company and (B) the Indemnitee, Indemnitee and the Indemnitee concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Bank or any subsidiary of the Bank Company, or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the BankCompany’s expense. The Bank Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the BankCompany’s prior written consent; provided, however, that the consent of the Company is not required if the Company has assumed the defense and the counsel that is defending the Claim recommends that the Indemnitee settle the claim for a specified dollar amount. The Bank Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Bank Company nor the Indemnitee shall unreasonably withhold its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreement.

Defense of Claims. The Bank shall be entitled Stockholders may elect to participate in assume and control the defense of any Claim relating to an Indemnifiable Event or to assume Claim, including the defense thereof, with employment of counsel reasonably satisfactory to the IndemniteeParent Indemnified Parties and the payment of expenses related thereto, if (a) the Stockholders acknowledge their obligation to indemnify the Parent Indemnified Parties for any Losses resulting from such Claim and provide reasonable evidence to the Parent Indemnified Parties of its financial ability to satisfy such obligation; provided that if (b) the Indemnitee reasonably believesClaim does not seek to impose any liability or obligation on the Parent Indemnified Parties other than for money damages; and (c) the Claim does not relate to the Parent Indemnified Parties' relationship with their customers or employees. If such conditions are satisfied and the Parent Indemnifying Parties elect to assume and control the defense of a Claim, after consultation with counsel selected by the Indemnitee, that then (i) the use of counsel chosen interests represented by the Bank to represent Stockholders will not be liable for any settlement of such Claim effected without the Indemnitee would present such counsel with an actual or potential conflict consent of interestthe Parent Indemnifying Parties, which consent will not be unreasonably withheld; (ii) the named parties in any Stockholders may settle such Claim without the consent of the Parent Indemnified Parties; and (including any impleaded partiesiii) include both the Parent Indemnified Parties may employ separate counsel and participate in the defense thereof, but the Parent Indemnified Parties will be responsible for the fees and expenses of such counsel unless (A) the Bank Stockholders have failed to adequately assume the defense of such Claim or any subsidiary of the Bank and to employ counsel with respect thereto or (B) a conflict of interest exists between the Indemnitee, interests of the Parent Indemnified Parties and the Indemnitee concludes interests represented by the Stockholders that there requires representation by separate counsel, in which case the reasonable fees and expenses of such one separate counsel will be paid by the Stockholders. If such conditions are not satisfied, the Parent Indemnified Parties may be one or more legal defenses available to him that are different from or in addition to those available to assume and control the Bank or any subsidiary defense of the Bank or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the Bank’s expense. The Bank shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Bank’s prior written consent. The Bank shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Bank nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee Parent Indemnified Parties may withhold not settle any such Claim without the consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To Stockholders, which consent will not be unreasonably withheld, and further provided that the fullest extent permitted by North Carolina law, Stockholders are given a reasonable opportunity to participate in such defense (at the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this AgreementStockholders' expense).

Defense of Claims. The Bank Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Bank Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include both (A) the Bank Company or any subsidiary of the Bank Company and (B) the Indemnitee, and the Indemnitee concludes that there may be one or more legal defenses available to him that are different from or in addition to those available to the Bank Company or any subsidiary of the Bank Company or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the BankCompany’s expense. The Bank Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected which is effectuated without the BankCompany’s prior written consent. The Bank Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Bank Company nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina California law, the BankCompany’s assumption of the defense of a Claim pursuant to this Section 15 13 will constitute an irrevocable acknowledgement by the Bank Company that any Indemnifiable Expenses incurred by or for the account of the Indemnitee incurred in connection therewith are indemnifiable by the Bank Company under Section 2 of this Agreement.

Defense of Claims. The Bank Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Bank Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include both (A) the Bank Company or any subsidiary of the Bank and (B) the Indemnitee, Company and the Indemnitee in good faith concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Bank Company or any subsidiary of the Bank Company or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the BankCompany’s expense. The Bank Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the BankCompany’s prior written consent. The Bank Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event in which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such ClaimClaim and does not ascribe any wrongdoing to the Indemnitee. Neither the Bank Company nor the Indemnitee shall unreasonably withhold or delay its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee or ascribes any wrongdoing to the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreement.

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

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

Defense of Claims. The Bank Corporation shall be entitled to participate in the defense of any Proceeding or Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (ia) the use of counsel chosen by the Bank Corporation to represent the Indemnitee would present such counsel with an actual or potential conflict of interestconflict, (iib) the named parties in any such Proceeding or Claim (including any impleaded parties) include both (A) the Bank or any subsidiary Corporation and Indemnitee and Indemnitee shall conclude, based on the advice of the Bank and (B) the Indemniteecounsel, and the Indemnitee concludes that there may be one or more legal defenses available to him him/her that are different from or in addition to those available to the Bank or any subsidiary of the Bank Corporation, or (iiic) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Proceeding or Claim) at the Bank’s Corporation's expense. The Bank Corporation shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding or Claim relating to an Indemnifiable Event effected without the Bank’s Corporation's prior written consent. The Bank Corporation shall not, without the prior written consent of the Indemnitee, effect any settlement of any Proceeding or Claim relating to an Indemnifiable Event which the Indemnitee is is, or could have been been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all any claims that are the subject matter of such Proceeding or Claim. Neither the Bank Corporation nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided provided, that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreement.

Defense of Claims. The Bank Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that that: (i) the use of counsel chosen by the Bank Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, ; (ii) the named parties in any such Claim (including any impleaded parties) include both (A) the Bank Company or any subsidiary of the Bank Company and (B) the Indemnitee, and the Indemnitee concludes that there may be one or more legal defenses available to him Indemnitee that are different from or in addition to those available to the Bank Company or any subsidiary of the Bank Company; or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the BankCompany’s expense. The Bank Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the BankCompany’s prior written consent. The Bank Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Bank Company nor the Indemnitee shall unreasonably withhold its or his Indemnitee’s consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina California law, the BankCompany’s assumption of the defense of a Claim pursuant to this Section 15 14 will constitute an irrevocable acknowledgement by the Bank Company that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank Company under Section 2 of this Agreement.

Defense of Claims. The Bank shall Company, STERIS and STERIS UK will be entitled to participate in the defense of any Indemnifiable Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Bank Company, STERIS or STERIS UK to represent the Indemnitee would present such counsel with an actual or potential conflict of interestconflict, (ii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both (Aa) the Bank or any subsidiary of the Bank Company, STERIS and STERIS UK, on the one hand, and (Bb) the Indemnitee, on the other, and the Indemnitee concludes that there may be one or more legal defenses available to him Indemnitee that are different from or in addition to those available to the Bank Company, STERIS or any subsidiary of the Bank STERIS UK, as applicable, or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall will be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the BankCompany’s expense. The Bank shall not Neither the Company nor STERIS nor STERIS UK will be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim relating to an Indemnifiable Event effected without without, as applicable, the BankCompany’s, STERIS’s and STERIS UK’s prior written consent. The Bank shall Company will not, and, to the extent it has assumed the defense of an Indemnifiable Claim pursuant to this Section 15, neither STERIS nor STERIS UK will have the right to, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim relating to an Indemnifiable Event which the Indemnitee is is, or reasonably could have been expected to be, a party unless such settlement (a) solely involves the payment of money money, (b) does not include an admission of fault of Indemnitee, (c) does not materially adversely affect the Indemnitee’s defense in any other pending suit or proceeding involving the Company, STERIS or STERIS UK or any of their current or former directors and officers, and (d) includes a complete and unconditional release of the Indemnitee from all liability on all claims for any Claims that are the subject matter of such Indemnifiable Claim. Neither the Bank Company nor the Indemnitee shall will unreasonably withhold its consent to any proposed settlement nor will STERIS or his STERIS UK have the right to unreasonably withhold its consent to any proposed settlement, to the extent it has assumed the defense of an Indemnifiable Claim pursuant to this Section 15; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee and provided further that the failure by the Company, STERIS or STERIS UK, on the one hand, or the Indemnitee. To , on the fullest extent permitted by North Carolina lawother, the Bank’s assumption to respond to a proposed settlement for a period of the defense of a Claim pursuant to this Section 15 more than ten consecutive business days will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreement.unreasonably withholding consent. To

Defense of Claims. The Bank Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event Proceedings or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (ia) the use of counsel chosen by the Bank Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (iib) the named parties in any such Claim Proceedings (including any impleaded parties) include both the Company (A) the Bank or any subsidiary of its subsidiaries or any Enterprise) and the Bank and (B) the Indemnitee, Indemnitee and the Indemnitee concludes that there may be one or more legal defenses available to him that are different from or in addition to those available to the Bank Company (or any subsidiary of the Bank its subsidiaries or any Enterprise) or (iiic) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular ClaimProceedings) at the BankCompany’s expense. The Bank Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event Proceedings effected without the BankCompany’s prior written consent. The Bank Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event Proceedings which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such ClaimProceedings. Neither the Bank Company nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina Delaware law, the BankCompany’s assumption of the defense of a Claim Proceedings pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank Company that any Indemnifiable Expenses all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or for the account of Indemnitee incurred on his behalf in connection therewith are indemnifiable by the Bank Company under Section 2 of this Agreement.

Defense of Claims. The Bank Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Bank Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include both (A) the Bank or any subsidiary of the Bank Company and (B) the Indemnitee, Indemnitee and the Indemnitee concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Bank or any subsidiary of the Bank or Company, (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, or (iv) Indemnitee concludes that such counsel has failed, or is failing, to adequately protect the interests of the Indemnitee after written notice to such counsel and the Company explaining in reasonable detail the basis for such conclusion, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the BankCompany’s expense. The Bank Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the BankCompany’s prior written consent. The Bank Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which that the Indemnitee is or could have been a party to, unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Bank Company nor the Indemnitee shall unreasonably withhold its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreement.

Defense of Claims. The Bank Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Bank Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include both (A) the Bank Company or any subsidiary of the Bank Company and (B) the Indemnitee, and the Indemnitee concludes that there may be one or more legal defenses available to him that are different from or in addition to those available to the Bank Company or any subsidiary of the Bank Company or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the BankCompany’s expense. The Bank Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the BankCompany’s prior written consent. The Bank Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Bank Company nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina Delaware law, the BankCompany’s assumption of the defense of a Claim pursuant to this Section 15 14 will constitute an irrevocable acknowledgement by the Bank Company that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank Company under Section 2 of this Agreement.

Defense of Claims. The Bank shall be entitled Stockholders may elect to participate in assume and control the defense of any Claim relating to an Indemnifiable Event or to assume Claim, including the defense thereof, with employment of counsel reasonably satisfactory to the IndemniteeBuyer Indemnified Parties and the payment of expenses related thereto, if (a) the Stockholders acknowledge their obligation to indemnify the Buyer Indemnified Parties for any Losses resulting from such Claim and provide reasonable evidence to the Buyer Indemnified Parties of their financial ability to satisfy such obligation; provided that if (b) the Indemnitee reasonably believesClaim does not seek to impose any liability or obligation on the Buyer Indemnified Parties other than for money damages; and (c) the Claim does not relate to the Buyer Indemnified Parties' relationship with their customers or employees. If such conditions are satisfied and the Stockholders elect to assume and control the defense of a Claim, after consultation with counsel selected by the Indemnitee, that then (i) the use Stockholders will not be liable for any settlement of counsel chosen by such Claim effected without the Bank to represent consent of the Indemnitee would present such counsel with an actual or potential conflict of interestStockholders, which consent will not be unreasonably withheld; (ii) the named parties in any Stockholders may settle such Claim without the consent of the Buyer Indemnified Parties; and (including any impleaded partiesiii) include both the Buyer Indemnified Parties may employ separate counsel and participate in the defense thereof, but the Buyer Indemnified Parties will be responsible for the fees and expenses of such counsel unless (A) the Bank Stockholders have failed to adequately assume the defense of such Claim or any subsidiary of the Bank and to employ counsel with respect thereto or (B) a conflict of interest exists between the Indemnitee, interests of the Buyer Indemnified Parties and the Indemnitee concludes interests represented by the Stockholders that there requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Stockholders. If such conditions are not satisfied, the Buyer Indemnified Parties may be one or more legal defenses available to him that are different from or in addition to those available to assume and control the Bank or any subsidiary defense of the Bank or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the Bank’s expense. The Bank shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Bank’s prior written consent. The Bank shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Bank nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee Buyer Indemnified Parties may withhold not settle any such Claim without the consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To Stockholders, which consent will not be unreasonably withheld, and further provided that the fullest extent permitted by North Carolina law, Stockholders are given a reasonable opportunity to participate in such defense (at the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this AgreementStockholders' expense).

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

Defense of Claims. The Bank Subject to the provisions of applicable policies of directors’ and officers’ liability insurance, the Corporation shall be entitled to participate in the defense of any Indemnifiable Claim relating to an Indemnifiable Event or to assume or lead the defense thereof, thereof with counsel reasonably satisfactory to the Indemnitee, at the Corporation’s expense; provided that if the Indemnitee reasonably believesdetermines, after consultation with counsel selected by the Indemnitee, that (ia) the use of counsel chosen by the Bank Corporation to represent the Indemnitee would present such counsel with an actual or potential conflict of interestconflict, (iib) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both (A) the Bank or any subsidiary of the Bank Corporation and (B) the Indemnitee, Indemnitee and the Indemnitee concludes shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Bank or any subsidiary of the Bank or Corporation, (iiic) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, or (d) Indemnitee has interests in the claim or underlying subject matter that are different from or in addition to those of other Persons against whom the Claim has been made or might reasonably be expected to be made, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular ClaimIndemnifiable Claim for all indemnitees in Indemnitee’s circumstances) at and the Bank’s expensefull amount of any reasonable fees and expenses incurred by Indemnitee in connection with retaining such separate counsel and assuming its own defense of such Indemnifiable Claim shall be an Indemnifiable Loss subject to the provisions of this Agreement. The Bank Corporation shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim relating to an Indemnifiable Event effected without the BankCorporation’s prior written consent. The Bank Corporation shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all any claims that are the subject matter of such Indemnifiable Claim. Neither the Bank Corporation nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreement.

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

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

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

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

Defense of Claims. The Bank Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Bank Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include both (A) the Bank Company or any subsidiary of the Bank Company and (B) the Indemnitee, Indemnitee and the Indemnitee concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Bank Company or any subsidiary of the Bank Company or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the BankCompany’s expense. The Bank Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the BankCompany’s prior written consent. The Bank Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event to which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Bank Company nor the Indemnitee shall unreasonably withhold its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina Nevada law, the BankCompany’s assumption of the defense of a Claim pursuant to this Section 15 14 will constitute an irrevocable acknowledgement by the Bank Company that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank Company under Section 2 of this Agreement2.

Defense of Claims. The Bank Lessee or its insurers shall have ----------------- the right (in each such case at the Lessee's sole expense) to investigate, defend (and control the defense of) any such claim for which indemnification is sought pursuant to this Article 7 (so long as Lessee has agreed in writing reasonably acceptable to the relevant Indemnitee that Lessee is liable to such Indemnitee for any Expenses relating to or arising out of the claim for which indemnification is sought, provided that Lessee will not be so liable to the extent that it is reasonably determined that one or more of the exclusions contained in Section 7.01(b) would be applicable to such claim) and each Indemnitee shall cooperate, at Lessee's expense, with all reasonable requests of the Lessee or its insurers with respect thereto, provided that, without limiting -------- ---- the right of the Lessee's insurers to assume and control the defense of or to compromise, any such claim, the Lessee shall not be entitled to participate in assume and control the defense of or compromise any Claim relating to an Indemnifiable such claim (A) during the continuance of any Event of Default arising under Sections 16(a), (b), (f), (g) or to assume (h) of the defense thereofLease, with counsel reasonably satisfactory to the Indemnitee; provided that (B) if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Bank to represent the Indemnitee would present such counsel with an actual or potential material conflict of interest, interest exists making it advisable in the good faith opinion of such Indemnitee (ii) on the named parties in any such Claim (including any impleaded parties) include both (A) the Bank or any subsidiary basis of the Bank and (B) the Indemnitee, and the Indemnitee concludes that there may be one or more legal defenses available to him that are different from or in addition to those available to the Bank or any subsidiary of the Bank or (iii) any such representation by such counsel would be precluded under the applicable prevailing standards of professional conduct then prevailingresponsibility) for such Indemnitee to be represented by separate counsel or if such proceeding involves the potential imposition of criminal liability on such Indemnitee or (C) if such proceeding will involve any non-de minimis risk of the sale, then forfeiture or loss of, or the creation of any Lien (other than Permitted Liens) on the Aircraft, the Indenture Estate or the Trust Estate (unless the Lessee posts a bond or other security reasonably acceptable in form and substance to such Indemnitee) or involve any risk of criminal liability to such Indemnitee. Subject to the immediately foregoing sentence, where the Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to such a claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be entitled indemnified hereunder unless the fees or expenses were incurred at the written request of the Lessee or such insurers. Subject to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect the requirement of any particular Claim) policy of insurance applicable to a claim, an Indemnitee may participate at its own expense at any judicial proceeding controlled by the Bank’s expense. The Bank Lessee or its insurers pursuant to the preceding provisions, to the extent that such party's participation does not, in the reasonable opinion of the independent counsel appointed by the Lessee or its insurers to conduct such proceedings, interfere with the defense of such claim (it being agreed that the making of copies, giving notice of proceedings and the like shall not be liable considered interference); and such participation shall not constitute a waiver of the indemnification provided in this Section 7.03. Nothing contained in this Article 7 shall be deemed to the require an Indemnitee under this Agreement to contest any Expense or to assume responsibility for any amounts paid in settlement or control of any Claim relating judicial proceeding with respect thereto. No Indemnitee shall enter into any settlement or other compromise with respect to an Indemnifiable Event effected without the Bank’s prior written consent. The Bank shall not, any claim described in this Section 7.03 (other than any claim involving potential criminal liability) without the prior written consent of the IndemniteeLessee, effect unless such Indemnitee waives its right to be indemnified under this Article 7 with respect to such claim or unless an Event of Default under Section 16(a), 16(f), 16(g) or 16(h) of the Lease is continuing. The Lessee shall not enter into any settlement or compromise with respect to which the Lessee has not agreed to indemnify such Indemnitee to such Indemnitee's satisfaction or which admits any criminal violation, gross negligence or willful misconduct on the part of any Claim relating to an Indemnifiable Event which Indemnitee without the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter prior written consent of such Claim. Neither the Bank nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreement.

Defense of Claims. The Bank Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event threatened or pending action, suit, proceeding or claim in respect of which the Indemnitee requests indemnification hereunder or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (ia) the use of counsel chosen by the Bank Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interestconflict, (iib) the named parties in any such Claim action, suit, proceeding or claim (including any impleaded parties) include both (A) the Bank or any subsidiary of the Bank and (B) the Indemnitee, Company and the Indemnitee concludes and the Indemnitee shall conclude that there may be one or more legal defenses available to him that are different from or in addition to those available to the Bank or any subsidiary of the Bank or Company, (iiic) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailingprevailing or (d) any such representation could be reasonably expected to increase the Indemnitee’s risk of liability, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claimaction, suit, proceeding or claim) at the BankCompany’s expense. The Bank shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Bank’s prior written consent. The Bank Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating threatened or pending action, suit, proceeding or claim to an Indemnifiable Event which the Indemnitee is is, or could have been been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all any claims that are the subject matter of such Claimaction, suit, proceeding or claim. Neither the Bank nor the The Indemnitee shall not unreasonably withhold its or his consent to any proposed settlement; , provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by North Carolina law, the Bank’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Bank under Section 2 of this Agreement.