Common use of Claims Procedure Clause in Contracts

Claims Procedure. An Indemnitee shall promptly notify the Company of any Claim as to which indemnification is sought; provided that the failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Company, the Company shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expense, the Indemnitee shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemnitees.

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

Claims Procedure. An Indemnitee shall promptly notify the Company of any Claim as to which indemnification is sought; provided that the . The failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, hereunder except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result of such failurefailure (in which event Company shall not be responsible for such additional indemnification obligations). Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Claim as Company as the Company shall reasonably requestrequests. Subject to the rights of insurers under policies of insurance maintained by the Company’s insurers, the Company shall have the rightmay, at its sole cost and expense, to investigateinvestigate any Claim, and the right may in its sole discretion to defend or compromise, compromise any Claim for which indemnification is sought under this Section 4.02, and, at the Claim. At Company’s expense, the any Indemnitee shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02Claim. Where the Company or the its insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the outside counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such . Such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all IndemniteesIndemnitees with respect to any one Claim. Notwithstanding anything to the contrary contained herein, an Indemnitee shall not under any circumstances be required or deemed to be required to contest any Claim or to assume responsibility for or control of any judicial proceeding with respect thereto. Company will provide the relevant Indemnitee with such information not within the control of such Indemnitee, as is in Company’s control or is reasonably available to Company, which such Indemnitee may reasonably request and will otherwise cooperate with such Indemnitee so as to enable such Indemnitee to fulfill its obligations under this Section. If an Indemnitee is not a party to this Agreement, Company may require such Indemnitee to agree in writing to the terms of this Section 4.02 and Section 7.10 of this Agreement prior to making any payment to such Indemnitee under this Section 4.02.

Claims Procedure. An Indemnitee shall Indemnified Person shall, after obtaining knowledge thereof, promptly notify the Company TILC of any Claim as to which indemnification is sought; provided provided, however, that the failure to provide give such prompt notice shall not release the Company TILC from any of its obligations to indemnify hereunderunder this Section 7.3, except (but only if neither the Lessee nor TILC shall have actual knowledge of such Claim) to the extent that failure to give notice of any action, suit or proceeding against such Indemnified Person shall have a material adverse effect on TILC's ability to defend such Claim or recover proceeds under any insurance policies maintained by TILC or to the Company is prejudiced by such failure or the Company’s extent TILC's indemnification obligations are increased as a demonstrable result of such failure. Such Indemnitee shall TILC shall, after obtaining knowledge thereof, promptly submit to the Company all additional information in notify each Indemnified Person of any indemnified Claim affecting such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably requestIndemnified Person. Subject to the rights provisions of insurers under policies of insurance maintained by the Companyfollowing paragraph, the Company TILC shall have the right, at its sole cost and expense, expense be entitled to investigatecontrol, and shall assume full responsibility for, the right in its sole discretion defense of such claim or liability; provided that TILC shall confirm to defend such Indemnified Person TILC's obligations to indemnify hereunder for such Claim, shall keep the Indemnified Person which is the subject of such proceeding fully apprised of the status of such proceeding and shall provide such Indemnified Person with all information with respect to such proceeding as such Indemnified Person shall reasonably request. To the extent that a Claim is made against TILC pursuant to this Section 7.3 at a time when an identical claim for indemnification arising from substantially similar facts and circumstances is being asserted against Lessee or compromiseTRLTII pursuant to this Section 7, any if TILC is entitled to control the defense of such Claim for which pursuant to this Section 7.3 and at the same time Lessee or TRLTII, as the case may be, is entitled to control the defense of such claim or liability pursuant to this Section 7, TILC's indemnification is sought obligations under this Section 4.027.3 shall not be reduced as a result of the inability of TILC to control the defense of such Claim where such inability to control the defense of such Claim is caused by the exercise by Lessee or TRLTII, andas applicable, of such Person's right to control the defense of such indemnified claim as provided by this Section 7. Notwithstanding any of the foregoing to the contrary, TILC shall not be entitled to control and assume responsibility for the defense of any Claim if (1) a Lease Event of Default shall have occurred and be continuing, (2) such proceeding will involve any material danger of the sale, forfeiture or loss of, or the creation of any Lien (other than any Lien permitted under the Operative Agreements or a Lien which is adequately bonded to the satisfaction of such Indemnified Person) on, any Unit or Pledged Unit, (3) in the good faith opinion of such Indemnified Person, there exists an actual or potential conflict of interest such that it is advisable for such Indemnified Person to retain control of such proceeding, (4) such Claim involves the possibility of criminal sanctions or liability to such Indemnified Person or (5) an Equity Insufficiency Circumstance shall exist. In the circumstances described in clauses (1) - (5), the Indemnified Person shall be entitled to control and assume responsibility for the defense of such claim or liability at the expense of TILC. In addition, any Indemnified Person may participate in any reasonable manner that is not likely to materially interfere with such control in any proceeding controlled by TILC pursuant to this Section 7.3, at the Company’s its own expense, in respect of any such proceeding as to which TILC shall have acknowledged in writing its obligation to indemnify the Indemnitee Indemnified Person pursuant to this Section 7.3, and at the expense of TILC in respect of any such proceeding as to which TILC shall cooperate not have so acknowledged its obligation to the Indemnified Person pursuant to this Section 7.3. TILC may in any event participate in all such proceedings at its own cost; provided that if TILC is not entitled to control the defense of such Claim in accordance with all reasonable requests this Section 7.3(c), any participation of the Company TILC in connection therewithsuch proceeding shall be in a reasonable manner that is not likely to materially interfere with the control of the Indemnified Person in such proceeding. Such Indemnitee Nothing contained in this Section 7.3(c) shall not be deemed to require an Indemnified Person to contest any Claim or to assume responsibility for or control of any judicial proceeding with respect thereto. No Indemnified Person shall enter into a any settlement or other compromise with respect to any Claim without the prior written consent of TILC unless the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee Indemnified Person waives its right rights to indemnification hereunder; provided that an Indemnified Person shall be indemnified permitted to enter into such a settlement or compromise without the consent of TILC and without waiving its indemnification rights hereunder if (x) such Indemnified Person has given TILC reasonable prior notice of its intention to settle or compromise such Claim (the reasonableness of its prior notice to take into account, among other items, any applicable deadlines in any proceedings relating to such Claim), (y) TILC has not acknowledged its indemnity obligations with respect to such Claim and (z) there is a significant risk that an adverse judgment will be entered into against such Indemnified Person with respect to such Claim. In the event that in the course of the investigation or defense of a Claim, TILC shall in good faith reasonably determine that it is not liable for indemnification with respect thereto under this Section 7.2, it may give notice to the applicable Indemnified Person of such fact; and, in such case, any acknowledgment theretofore made by TILC of liability with respect to such Claim under this Section 4.02. Where 7.2 shall be deemed revoked and TILC may thereupon cease to defend such Claim; provided that (i) TILC shall have given the Company or the insurers under a policy Indemnified Person reasonable prior notice of insurance maintained by the Company undertake its intention to renounce such acknowledgment, (ii) TILC's conduct regarding the defense of an Indemnitee with respect such Claim or any decision to a Claimwithdraw from such defense shall not prejudice or have prejudiced the Indemnified Person's ability to contest such Claim (taking into account, no additional legal fees among other things, the timing of TILC's withdrawal and the theory or expenses theories upon which TILC shall have based its defense), and (iii) TILC shall have given such Indemnified Person all materials, documents and records relating to its defense of such Indemnitee Claim as such Indemnified Person shall have reasonably requested in connection with the assumption by such Indemnified Person of the defense of such Claim at the cost and expense of TILC. In the event that TILC shall cease to defend any Claim pursuant to the preceding sentence, TILC shall indemnify each Indemnified Person, without regard to any exclusion that might otherwise apply hereunder, to the extent that the actions of TILC in defending such Claim or the manner or time of TILC's election to withdraw from the defense of such Claim shall be indemnified hereunder unless have caused such fees Indemnified Person to incur any loss, cost, liability, expense or expenses were other Claim that such Indemnified Person would not have incurred at the written request of the Company had TILC not ceased to defend such Claim in such manner or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemniteestime.

Claims Procedure. An Indemnitee shall promptly notify the Company of any Claim as to which indemnification is sought; provided that the . The failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, hereunder except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result of such failurefailure (in which event Company shall not be responsible for such additional indemnification obligations). Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Claim as Company as the Company shall reasonably requestrequests. Subject to the rights of insurers under policies of insurance maintained by the Company’s insurers, the Company shall have the rightmay, at its sole cost and expense, to investigateinvestigate any Claim, and the right may in its sole discretion to defend or compromise, compromise any Claim for which indemnification is sought under this Section 4.02, and, at the Claim. At Company’s expense, the any Indemnitee shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02Claim. Where the Company or the its insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the outside counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such . Such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all IndemniteesIndemnitees with respect to any one Claim. Notwithstanding anything to the contrary contained herein, an Indemnitee shall not under any circumstances be required or deemed to be required to contest any Claim or to assume responsibility for or control of any judicial proceeding with respect thereto. Company will provide the relevant Indemnitee with such information not within the control of such Indemnitee, as is in Company’s control or is reasonably available to Company, which such Indemnitee may reasonably request and will otherwise cooperate with such Indemnitee so as to enable such Indemnitee to fulfill its obligations under this Section.

Claims Procedure. An Indemnitee A. If the Executive or his beneficiary believes that he is being denied a benefit to which he is entitled under this Agreement (hereinafter referred to as a “Claimant”), such Claimant may file a written request for such benefit with the Corporation setting forth his claim. The request must be addressed to the President of the Corporation at its then principal place of business. B. The Corporation shall promptly notify reply to the Company Claimant’s claim within ninety (90) days of receiving the claim. If the claim is denied in whole or in part, the Corporation shall adopt a written opinion, using language calculated to be understood by the Claimant, setting forth: (i) The specific reason or reasons for such denial; (ii) The specific reference to pertinent provisions of this Agreement on which such denial is based; (iii) A description of any Claim additional material or information necessary for the Claimant to perfect his claim and an explanation why such material or such information is necessary; (iv) Appropriate information as to which indemnification is soughtthe steps to be taken if the Claimant wishes to submit the claim for review; provided and (v) The time limits for requesting a review under subparagraph C. and for review under subparagraph D. hereof. C. Within sixty (60) days after the receipt by the Claimant of the written opinion described above, the Claimant may request in writing that the failure to provide such prompt notice shall not release Secretary of the Company from any Corporation review the determination of its obligations to indemnify hereunder, except the Corporation. Such request must be addressed to the extent that Secretary of the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Company, the Company shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, andCorporation, at the CompanyCorporation’s expensethen principal place of business. The Claimant or his duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Corporation. If the Claimant does not request a review of the Corporation’s determination by the Secretary of the Corporation within such sixty (60) day period, he shall be barred and estopped from challenging the Corporation’s determination. D. Within sixty (60) days after the Secretary’s receipt of a request for review, he will review the Corporation’s determination. After considering all materials presented by the Claimant, the Indemnitee shall cooperate with all reasonable requests Secretary will render a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of this Agreement on which the decision is based. If special circumstances require that the sixty (60) day time period be extended, the Secretary will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemniteesreview.

Claims Procedure. An Indemnitee (a) All claims for indemnification under Section 12.1 or 12.2, or any other provision of this Agreement except as otherwise expressly provided in this Agreement, shall promptly be asserted and resolved pursuant to this Article XII. Any Person claiming indemnification hereunder is referred to as the “Indemnified Party” and any Person against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” In the event that any Losses are asserted against or sought to be collected from or Threatened to be sought from an Indemnified Party by a third party, including a Governmental Body, said Indemnified Party shall with reasonable promptness provide to the Indemnifying Party a Claim Notice. If the Indemnified Party fails to notify the Company Indemnifying Party of any Claim as to which indemnification is sought; provided Losses in accordance with the provisions of this Article XII in reasonably sufficient time such that the failure Indemnifying Party’s ability to provide such prompt notice defend against the Losses is prejudiced, then the Indemnifying Party shall not release the Company from any of its obligations be obligated to indemnify hereunder, except the Indemnified Party with respect to such Losses to the extent (but only to the extent) of such prejudice. The Indemnifying Party shall have thirty (30) days from the personal delivery or receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party (i) whether or not it disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Losses and/or (ii) whether or not it desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Losses; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall reasonably deem necessary or appropriate to protect its interests or those of the Indemnifying Party (and of which it shall have given notice and opportunity to comment to the Indemnifying Party) and not prejudicial to the Indemnifying Party. In the event that the Company is prejudiced by Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such failure or Losses and expressly confirms in writing its obligation to indemnify and hold harmless the Company’s indemnification obligations Indemnified Party for the Losses that are increased as a reasonably likely to result of from such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Companyclaim, the Company Indemnifying Party shall have the rightright to defend all appropriate proceedings, and with counsel reasonably acceptable to the Indemnified Party, which proceedings shall be promptly settled or prosecuted by them to a final conclusion. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense; provided, however, that the participation of such claim by counsel selected by the Indemnifying Party will not, in the reasonable judgment of counsel to investigatethe Indemnified Party, create a conflict or potential conflict of interest between such parties. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Losses that the Indemnifying Party elects to contest or, if appropriate and related to the claim in question, in making any counterclaim against the Person asserting the third party Losses, or any cross-complaint against any Person. No claim may be settled or otherwise compromised without the prior written consent of both the Indemnifying Party and the right in its sole discretion to defend or Indemnified Party; provided, however, that the Indemnifying Party may pay, compromise, settle or otherwise dispose of any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expense, the Indemnitee shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim claim without the prior written consent of the CompanyIndemnified Party only if (i) such settlement involves only the payment of money, which consent shall not be unreasonably withheld or delayed, unless (ii) such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained payment is made in full solely by the Company undertake Indemnifying Party without recourse to the defense Indemnified Party, and (iii) such settlement does not impose any obligations or restrictions on the Indemnified Party of an Indemnitee with respect any nature. In no event will the Indemnifying Party have the authority to a Claimagree, no additional legal fees or expenses without the consent of such Indemnitee the Indemnified Party, to any relief binding on the Indemnified Party other than the payment of money damages by the Indemnifying Party without recourse to the Indemnified Party. (b) The Indemnified Party shall provide reasonable assistance to the Indemnifying Party and provide access to its books, records and personnel as the Indemnifying Party reasonably requests in connection with the investigation or defense of the Losses. The Indemnifying Party shall promptly, upon receipt of reasonable supporting documentation, reimburse the Indemnified Party for out-of-pocket costs and expenses incurred by the latter in providing the requested assistance. (c) With regard to third party claims for which Buyer or Seller is entitled to indemnification under Section 12.1 or 12.2, such Claim indemnification shall be indemnified hereunder unless such fees paid by the Indemnifying Party upon (i) the entry of an Order against the Indemnified Party and the expiration of any applicable appeal period or expenses were incurred at (ii) a settlement with the written request consent of the Company or Indemnifying Party, provided that no such insurers. Subject consent need be obtained if the Indemnifying Party fails to respond to the requirements Claim Notice as provided in Section 12.5(a). Notwithstanding the foregoing but subject to Section 12.5(a), and provided that there is no dispute as to the applicability of any policy indemnification, expenses of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled counsel to the Indemnified Party shall be reimbursed on a current basis by the Company pursuant to the preceding provisions; provided that Indemnifying Party as if such party’s participation does not, in the opinion expenses are a liability of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all IndemniteesIndemnifying Party.

Claims Procedure. An Indemnitee Except with respect to third party claims, actions or suits covered by Section 9(d), any Purchaser Indemnified Party or Company Indemnified Party who wishes to make a claim for indemnification for a Loss pursuant to Sections 9(a) or (b), as applicable (an "Indemnified Party"), shall promptly notify the Company of any Claim as give written notice to which each Person from whom indemnification is sought; provided being claimed (an "Indemnifying Party") with reasonable promptness after the Indemnified Party's discovery of the facts and circumstances giving rise to the indemnification claim. The Indemnified Party shall supply the Indemnifying Party such information and documents as it has in its possession regarding such claim, together with all pertinent information in its possession regarding the amount of the Loss it asserts it has sustained or incurred, and will permit the Indemnifying Party to inspect such other records and books in the possession of the Indemnified Party and relating to the claim and asserted Loss as the Indemnifying Party shall reasonably request. The Indemnifying Party shall have a period of 30 days after receipt by the Indemnifying Party of such notice and such evidence to either (i) agree to the payment of the Loss to the Indemnified Party or (ii) contest the payment of the Loss. If the Indemnifying Party does not agree to or contest the payment of the Loss within such 30 day period, the Indemnifying Party shall be deemed to have accepted all of the Loss. If the Indemnifying Party agrees to the payment of the Loss or has been deemed to have accepted all of the Loss, then the Indemnifying Party shall, within 10 business days after such agreement or acceptance, pay to the Indemnified Party the amount of the Loss that is payable pursuant to, and subject to the limitations set forth in this Agreement. The failure to provide such prompt give the notice referred to herein with reasonable promptness shall not release relieve the Company from any Indemnifying Party of its indemnification obligations to indemnify hereunder, hereunder except to the extent that the Company Indemnifying Party is actually prejudiced by such failure or the Company’s indemnification obligations are increased as a result of the failure to give such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Company, the Company shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expense, the Indemnitee shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemniteesnotice.

Claims Procedure. An Indemnitee shall Indemnified Person shall, after obtaining knowledge thereof, promptly notify the Company Lessee of any Claim as to which indemnification is sought; provided provided, however, that the failure to provide give such prompt notice shall not release the Company Lessee from any of its obligations to indemnify hereunderunder this Section 7.2, except (but only if neither the Lessee nor TILC shall have actual knowledge of such Claim) to the extent that failure to give notice of any action, suit or proceeding against such Indemnified Person shall have a material adverse effect on Lessee's ability to defend such Claim or recover proceeds under any insurance policies maintained by the Company is prejudiced by such failure Lessee or to the Company’s extent Lessee's indemnification obligations are increased as a demonstrable result of such failure. Such Indemnitee shall The Lessee shall, after obtaining knowledge thereof, promptly submit to the Company all additional information in notify each Indemnified Person of any indemnified Claim affecting such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably requestIndemnified Person. Subject to the rights provisions of insurers under policies of insurance maintained by the Companyfollowing paragraph, the Company Lessee shall have the right, at its sole cost and expense, expense be entitled to investigatecontrol, and shall assume full responsibility for, the right in its sole discretion defense of such claim or liability; provided that the Lessee shall confirm to defend such Indemnified Person Lessee's obligations to indemnify hereunder for such Claim, shall keep the Indemnified Person which is the subject of such proceeding fully apprised of the status of such proceeding and shall provide such Indemnified Person with all information with respect to such proceeding as such Indemnified Person shall reasonably request. To the extent that a Claim is made against Lessee pursuant to this Section 7.2 at a time when an identical claim for indemnification arising from substantially similar facts and circumstances is being asserted against TILC or compromiseTRLTII pursuant to this Section 7, any if Lessee is entitled to control the defense of such Claim for which pursuant to this Section 7.2 and at the same time TILC or TRLTII, as the case may be, is entitled to control the defense of such claim or liability pursuant to this Section 7, Lessee's indemnification is sought obligations under this Section 4.027.2 shall not be reduced as a result of the inability of Lessee to control the defense of such Claim where such inability to control the defense of such Claim is caused by the exercise by TILC or TRLTII, andas applicable, of such Person's right to control the defense of such indemnified claim as provided by this Section 7. Notwithstanding any of the foregoing to the contrary, the Lessee shall not be entitled to control and assume responsibility for the defense of any Claim if (1) a Lease Default shall have occurred and be continuing, (2) such proceeding will involve any material danger of the sale, forfeiture or loss of, or the creation of any Lien (other than any Lien permitted under the Operative Agreements or a Lien that is adequately bonded to the satisfaction of such Indemnified Person) on, any Unit, Pledged Unit, Sublease, Pledged Equipment Lease or Applicable Sublease Payment or Applicable Railcar Payment (each as defined in the Management Agreement), (3) in the good faith opinion of such Indemnified Person, there exists an actual or potential conflict of interest such that it is advisable for such Indemnified Person to retain control of such proceeding, (4) such Claim involves the possibility of criminal sanctions or liability to such Indemnified Person, (5) an Equity Insufficiency Circumstance shall exist or (6) such proceeding involves Claims not fully indemnified by the Lessee. In the circumstances described in clauses (1) - (6), the Indemnified Person shall be entitled to control and assume responsibility for the defense of such claim or liability at the expense of the Lessee. In addition, any Indemnified Person may participate in any reasonable manner that is not likely to materially interfere with such control in any proceeding controlled by the Lessee pursuant to this Section 7.2, at the Company’s its own expense, in respect of any such proceeding as to which the Indemnitee Lessee shall cooperate with all reasonable requests have acknowledged in writing its obligation to indemnify the Indemnified Person pursuant to this Section 7.2, and at the expense of the Company Lessee in connection therewith. Such Indemnitee respect of any such proceeding as to which the Lessee shall not have so acknowledged its obligation to the Indemnified Person pursuant to this Section 7.2. The Lessee may in any event participate in all such proceedings at its own cost; provided that if Lessee is not entitled to control the defense of such Claim in accordance with this Section 7.2(f), any participation of the Lessee in such proceeding shall be in a reasonable manner that is not likely to materially interfere with the control of the Indemnified Person in such proceeding. Nothing contained in this Section 7.2(f) shall be deemed to require an Indemnified Person to contest any Claim or to assume responsibility for or control of any judicial proceeding with respect thereto. No Indemnified Person shall enter into a any settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, Lessee unless such Indemnitee the Indemnified Person waives its right rights to indemnification hereunder; provided that an Indemnified Person shall be indemnified permitted to enter into such a settlement or compromise without the consent of the Lessee and without waiving its indemnification rights hereunder if (x) such Indemnified Person has given the Lessee reasonable prior notice of its intention to settle or compromise such Claim (the reasonableness of its prior notice to take into account, among other items, any applicable deadlines in any proceedings relating to such Claim), (y) the Lessee has not acknowledged its indemnity obligations with respect to such Claim and (z) there is a significant risk that an adverse judgment will be entered into against such Indemnified Person with respect to such Claim. In the event that in the course of the investigation or defense of a Claim, the Lessee shall in good faith reasonably determine that it is not liable for indemnification with respect thereto under this Section 7.2, it may give notice to the applicable Indemnified Person of such fact; and, in such case, any acknowledgment theretofore made by the Lessee of liability with respect to such Claim under this Section 4.02. Where 7.2 shall be deemed revoked and the Company or Lessee may thereupon cease to defend such Claim; provided that (i) the insurers under a policy Lessee shall have given the Indemnified Person reasonable prior notice of insurance maintained by its intention to renounce such acknowledgment, (ii) the Company undertake Lessee's conduct regarding the defense of an Indemnitee with respect such Claim or any decision to a Claimwithdraw from such defense shall not prejudice or have prejudiced the Indemnified Person's ability to contest such Claim (taking into account, no additional legal fees among other things, the timing of the Lessee's withdrawal and the theory or expenses theories upon which Lessee shall have based its defense), and (iii) the Lessee shall have given such Indemnified Person all materials, documents and records relating to its defense of such Indemnitee Claim as such Indemnified Person shall have reasonably requested in connection with the assumption by such Indemnified Person of the defense of such Claim at the cost and expense of the Lessee. In the event that the Lessee shall cease to defend any Claim pursuant to the preceding sentence, the Lessee shall indemnify each Indemnified Person, without regard to any exclusion that might otherwise apply hereunder, to the extent that the actions of the Lessee in defending such Claim or the manner or time of the Lessee's election to withdraw from the defense of such Claim shall be indemnified hereunder unless have caused such fees Indemnified Person to incur any loss, cost, liability, expense or expenses were other Claim that such Indemnified Person would not have incurred at had the written request of the Company Lessee not ceased to defend such Claim in such manner or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemniteestime.

Claims Procedure. An Indemnitee shall promptly notify the Company of any Claim as to which indemnification is sought; provided that the failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, except to the extent that the Company is prejudiced by such failure or the Company’s 's indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s 's possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Company, the Company shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s 's expense, the Indemnitee shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s 's participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemnitees.

Claims Procedure. An Each Indemnitee shall promptly after such Indemnitee shall have actual knowledge thereof notify the Company NRG in writing of any Claim as to which indemnification is sought; provided that the failure so to provide such prompt notice notify NRG shall not release the Company from reduce or affect NRG’s liability which it may have to such Indemnitee under this Section 12.1. Any amount payable to any of its obligations Indemnitee pursuant to indemnify hereunder, except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result this Section 12.1 shall be paid within fifteen (15) days after receipt of such failure. Such Indemnitee shall promptly submit to the Company all additional information in written demand therefor from such Indemnitee’s possession , accompanied by a certificate of such Indemnitee stating in reasonable detail the basis for the indemnification thereby sought and (if such Indemnitee is not a party hereto) an agreement to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained be bound by the Companyterms hereof as if such Indemnitee were such a party. The foregoing shall not, however, constitute an obligation to disclose confidential information of any kind without the Company execution of an appropriate confidentiality agreement. Promptly after NRG receives notification of such Claim accompanied by a written statement describing in reasonable detail the Claims which are the subject of and basis for such indemnity and the computation of the amount so payable, NRG shall notify such Indemnitee in writing whether it intends to pay, object to, compromise or defend any matter involving the asserted liability of such Indemnitee. NRG shall have the rightright to investigate and so long as no Material Lease Default or Lease Event of Default shall have occurred and be continuing, at its sole cost and expense, to investigate, and NRG shall have the right in its sole discretion discretion, to defend or compromise, compromise any Claim for which indemnification is sought under this Section 4.0212.1 which NRG acknowledges in writing to the applicable Indemnitee is subject to indemnification hereunder; provided that no such defense or compromise shall involve any danger of (i) foreclosure, andsale, at forfeiture or loss of, or imposition of a Lien on any part of the Company’s expenseUndivided Interest, the Ground Interest, the Trust Estate or the Indenture Estate or the impairment of the Facility in any material respect or (ii) any criminal liability being incurred or any material adverse effect on such Indemnitee, provided, further, that no Claim shall be compromised by NRG on a basis that admits any criminal violation or gross negligence or willful misconduct on the part of such Indemnitee without the express written consent of such Indemnitee; and provided, further, that to the extent that other Claims unrelated to the transactions contemplated by the Operative Documents are part of the same proceeding involving such Claim, NRG may assume responsibility for the contest or compromise of such Claim only if the same may be and is severed from such other Claims (and each Indemnitee agrees to use reasonable efforts to obtain such a severance). If NRG elects, subject to the foregoing, to compromise or defend any such asserted liability, it may do so at its own expense and by counsel selected by it and reasonably satisfactory to such Indemnitee. Upon NRG’s election to compromise or defend such asserted liability and prompt notification to such Indemnitee of its intent to do so, such Indemnitee shall cooperate at NRG’s expense with all reasonable requests of the Company NRG in connection therewith. Such therewith and will provide NRG with all information not within the control of NRG as is reasonably available to such Indemnitee which NRG may reasonably request; provided, however, that such Indemnitee shall not enter into a settlement not, unless otherwise required by Requirement of Law, be obligated to disclose to NRG or any other compromise with respect Person, or permit NRG or any other Person to examine (i) any Claim without the prior written consent income tax returns of the CompanyOwner Participant or (ii) any confidential information or pricing information not generally accessible by the public possessed by the Owner Participant (and, which consent in the event that any such information is made available, NRG shall not be unreasonably withheld or delayed, unless treat such information as confidential and shall take all actions reasonably requested by such Indemnitee waives its right for purposes of obtaining a stipulation from all parties to be indemnified with respect to the related proceeding providing for the confidential treatment of such Claim under this Section 4.02information from all such parties). Where the Company NRG, or the insurers under a policy of insurance maintained by the Company NRG, undertake the defense of an such Indemnitee with respect to a ClaimClaim (with counsel reasonably satisfactory to each such Person such Indemnitee and without reservation of rights against such Indemnitee), no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company NRG or such insurers. Subject to Notwithstanding the requirements of any policy of insuranceforegoing, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company NRG pursuant to the preceding provisions; provided , but only to the extent that such party’s participation does not, not in the reasonable opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, NRG interfere with such control; and provided, however, that such party’s participation shall does not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything 12.1; provided, further, that if and to the contrary contained hereinextent that (i) such Indemnitee is advised by counsel that an actual or potential conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel or (ii) there is a risk that such Indemnitee may be indicted or otherwise charged in a criminal complaint and such Indemnitee informs NRG that such Indemnitee desires to be represented by separate counsel, such Indemnitee shall have the Company shall not under any circumstances be liable for right to control its own defense of such Claim and the reasonable fees and expenses of more than one counsel such defense (including, without limitation, the reasonable fees and expenses of such separate counsel) shall be borne by NRG. So long as no Lease Event of Default shall have occurred and be continuing, no Indemnitee shall enter into any settlement or other compromise with respect to any Claim without the prior written consent of NRG unless (i) the Indemnitee waives its rights to indemnification hereunder or (ii) NRG has not acknowledged its indemnity obligation with respect thereto and there is a significant risk that a default judgment will be entered against such Indemnitee. Nothing contained in this Section 12.1(e) shall be deemed to require an Indemnitee to contest any Claim or to assume responsibility for all Indemniteesor control of any judicial proceeding with respect thereto.

Claims Procedure. An Indemnitee (a) If a claim by a third party is made against ----------------- an indemnified Person hereunder, and if such indemnified Person intends to seek indemnity with respect thereto under this Article, such indemnified Person shall promptly notify the Company indemnifying Person in writing of any such claims setting forth such claims in reasonable detail (the "Claim as to which indemnification is sought; Notice"), provided that the failure of ------------ -------- such indemnified Person to provide such give prompt notice as provided herein shall not release relieve the Company from indemnifying Person of any of its obligations to indemnify hereunder, except to the extent that the Company indemnifying Person is materially prejudiced by such failure or the Company’s indemnification obligations are increased as a result failure. The indemnifying Person shall have twenty (20) days after receipt of such failure. Such Indemnitee shall promptly submit notice (the "Notice Period") to undertake, through counsel of its own ------------- choosing, subject to the Company all additional information in reasonable approval of such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Companyindemnified Person, and at its own expense, the Company shall have the right, at its sole cost and expense, to investigatesettlement or defense thereof, and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expense, the Indemnitee indemnified Person shall cooperate with all reasonable requests of the Company it in connection therewith; provided, however, that the -------- ------- indemnified Person may participate in such settlement or defense through counsel chosen by such indemnified Person, provided that the fees and expenses of such -------- counsel shall be borne by such indemnified Person. Such Indemnitee If the indemnifying Person shall assume the defense of a claim, it shall not enter into a settlement or other compromise with respect to any Claim settle such claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayedindemnified Person, unless (i) such Indemnitee waives its right to be settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified Person from all Liability with respect to such Claim under this Section 4.02. Where claim or (ii) such settlement does not involve the Company imposition of equitable remedies or the insurers under a policy imposition of insurance maintained by any material obligations on such indemnified Person other than financial obligations for which such indemnified party will be indemnified hereunder. If the Company undertake indemnifying Person shall assume the defense of an Indemnitee with respect to a Claimclaim, no additional legal the fees or expenses of such Indemnitee in connection with any separate counsel retained by the defense of such Claim indemnified Person shall be borne by such indemnified hereunder Person unless such fees or expenses were incurred at the written request there exists a material conflict between them as to their respective legal defenses (other than one that is of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does nota monetary nature), in which case the opinion of the counsel appointed by the Company or indemnified Person shall be entitled to retain one law firm (plus any necessary local counsel) as its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained hereinseparate counsel, the Company shall not under any circumstances be liable for the reasonable fees and expenses of more than one counsel for all Indemniteeswhich shall be reimbursed by the indemnifying Person. If the indemnifying Person does not notify the indemnified Person within twenty (20) days after the receipt of the indemnified Person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified Person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement.

Claims Procedure. An Each Indemnitee shall promptly after such Indemnitee shall have Actual Knowledge thereof notify the Company Facility Lessee of any Claim as to which indemnification is sought; provided provided, that the failure so to provide such prompt notice notify the Facility Lessee shall not reduce or affect the Facility Lessee's liability which it may have to such Indemnitee under this Section 9.1, and no payment hereunder by the Facility Lessee to an Indemnitee shall be deemed to constitute a waiver or release the Company from of any of its obligations to indemnify hereunder, except to the extent right or remedy that the Company is prejudiced by Facility Lessee may have against any such Indemnitee for actual damages resulting directly from the failure or the Company’s indemnification obligations are increased as a result delay of such failure. Such Indemnitee shall promptly submit to give the Company all additional information in Facility Lessee such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably requestnotice. Subject to the rights foregoing, any amount payable to any Indemnitee pursuant to this Section 9.1 shall be paid within thirty (30) days after receipt of insurers under policies such written demand therefor from such Indemnitee, accompanied by a certificate of insurance maintained such Indemnitee stating in reasonable detail the basis for the indemnification thereby sought and (if such Indemnitee is not a party hereto) an agreement to be bound by the Companyterms hereof as if such Indemnitee were such a party. The foregoing shall not, however, constitute an obligation to disclose confidential information of any kind without the execution of an appropriate confidentiality agreement. Promptly after the Facility Lessee receives notification of such Claim accompanied by a written statement describing in reasonable detail the Claims which are the subject of and basis for such indemnity and the computation of the amount so payable, the Company Facility Lessee shall, without affecting its obligations hereunder, notify such Indemnitee whether it intends to pay, object to, compromise or defend any matter involving the asserted liability of such Indemnitee. The Facility Lessee shall have the rightright to investigate and so long as no Significant Lease Default or Lease Event of Default shall have occurred and be continuing, at its sole cost and expense, to investigate, and the Facility Lessee shall have the right in its sole discretion discretion, to defend or compromise, compromise any Claim for which indemnification is sought under this Section 4.029.1 which the Facility Lessee acknowledges is subject to indemnification hereunder; provided that no such defense or compromise shall involve any danger of (i) foreclosure, sale, forfeiture or loss of, or imposition of a Lien on any part of the Facility, the Undivided Interest, the Ground Interest, the Facility Site, the Lessor Estate or the Indenture Estate or the impairment of the Facility or the Facility Site, in any material respect or (ii) any criminal liability being incurred or any material adverse effect on such Indemnitee; provided, further, that no Claim shall be compromised by the Facility Lessee on a basis that admits any criminal violation or gross negligence or willful misconduct on the part of such Indemnitee without the express written consent of such Indemnitee; and provided, further, that to the extent that other Claims unrelated to the transactions contemplated by the Operative Documents and the performance of the South Point Ground Lease are part of the same proceeding involving such Claim, the Facility Lessee may assume responsibility for the contest or compromise of such Claim only if the same may be and is severed from such other Claims (and each Indemnitee agrees to use reasonable efforts to obtain such a severance). In the event that in the course of the investigation or defense of a claim, the Facility Lessee shall in good faith reasonably determine that it is not liable for indemnification with respect thereto under this Section 9.1, it may give notice to the applicable Indemnitee of such fact; and, in such case, any acknowledgment, theretofore made by the Facility Lessee of liability with respect to such claim under this Section 9.1 shall be deemed revoked, and the Facility Lessee may thereupon cease to defend such claim; provided that (i) the Facility Lessee shall have given the Indemnitee reasonable prior notice of its intention to renounce such acknowledgment, (ii) the Facility Lessee's conduct regarding the defense of such claim or any decision to withdraw from such defense shall not prejudice or have prejudiced the Indemnitee's ability to contest such claim (taking into account, among other things, the timing of the Facility Lessee's withdrawal and the theory or theories upon which the Facility Lessee shall have based its defense), and (iii) the Facility Lessee shall have given such Indemnitee all materials, documents and records relating to its defense of such claim as such Indemnitee shall have reasonably requested in connection with the assumption by such Indemnitee of the defense of such claim at the Company’s expensecost and expense of the Facility Lessee. In the event that the Facility Lessee shall cease to defend any claim pursuant to the preceding sentence, the Facility Lessee shall indemnify each Indemnitee, without regard to any exclusion that might otherwise apply hereunder, to the extent that the actions of the Facility Lessee in defending such claim or the manner or time of the Facility Lessee's election to withdraw from the defense of such claim shall have caused such Indemnitee to incur any loss, cost, liability or expense which such Indemnitee would not have incurred had the Facility Lessee not ceased to defend such claim in such manner or such time. If the Facility Lessee elects, subject to the foregoing, to compromise or defend any such asserted liability, it may do so at its own expense and by counsel selected by it. Upon the Facility Lessee's election to compromise or defend such asserted liability and prompt notification to such Indemnitee of its intent to do so, such Indemnitee shall cooperate at the Facility Lessee's expense with all reasonable requests of the Company Facility Lessee in connection therewith. Such therewith and will provide the Facility Lessee with all information not within the control of the Facility Lessee as is reasonably available to such Indemnitee which the Facility Lessee may reasonably request; provided, however, that such Indemnitee shall not enter into a settlement not, unless otherwise required by Applicable Law, be obligated to disclose to the Facility Lessee or any other compromise with respect Person, or permit the Facility Lessee or any other Person to examine (i) any Claim without the prior written consent income tax returns of the CompanyOwner Participant or (ii) any confidential information or pricing information not generally accessible by the public possessed by the Owner Participant (and, which consent in the event that any such information is made available, the Facility Lessee shall not be unreasonably withheld or delayed, unless treat such information as confidential and shall take all actions reasonably requested by such Indemnitee waives its right for purposes of obtaining a stipulation from all parties to be indemnified with respect to the related proceeding providing for the confidential treatment of such Claim under this Section 4.02information from all such parties). Where the Company Facility Lessee, or the insurers under a policy of insurance maintained by the Company undertake Facility Lessee undertakes the defense of an such Indemnitee with respect to a ClaimClaim (with counsel reasonably satisfactory to such Indemnitee and without reservation of rights against such Indemnitee), no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company Facility Lessee or such insurers. Subject to Notwithstanding the requirements of any policy of insuranceforegoing, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company Facility Lessee pursuant to the preceding provisions; provided , but only to the extent that such party’s 's participation does not, not in the reasonable opinion of counsel to the counsel appointed by the Company or its insurers to conduct such proceedings, Facility Lessee interfere with such controlcontrol or defense of such claim; and provided, however, that such party's participation shall does not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything 9.1; provided, further, that if and to the contrary contained hereinextent that (i) such Indemnitee is advised by counsel that an actual or potential conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel or (ii) there is a risk that such Indemnitee may be subject to criminal liability and such Indemnitee informs the Facility Lessee that such Indemnitee desires to be represented by separate counsel, such Indemnitee shall have the Company shall not under any circumstances be liable for right to control its own defense of such Claim and the reasonable fees and expenses of more than one counsel such defense (including, without limitation, the reasonable fees and expenses of such separate counsel) shall be borne by the Facility Lessee. So long as no Lease Event of Default described in clause (a), (b), (g) or (h) of Section 16 of the Facility Lease has occurred and be continuing, no Indemnitee shall enter into any settlement or other compromise with respect to any Claim without the prior written consent of the Facility Lessee unless (i) the Indemnitee waives its rights to indemnification hereunder or (ii) the Facility Lessee has not acknowledged its indemnity obligation with respect thereto and there is a significant risk that a default judgment will be entered against such Indemnitee. Nothing contained in this Section 9.1(e) shall be deemed to require an Indemnitee to contest any Claim or to assume responsibility for all Indemniteesor control of any judicial proceeding with respect thereto.

Claims Procedure. An Each Indemnitee shall promptly after such Indemnitee shall have Actual Knowledge thereof notify the Company Facility Lessee of any Claim as to which indemnification is sought; provided provided, that the failure so to provide such prompt notice notify the Facility Lessee shall not reduce or affect the Facility Lessee's liability which it may have to such Indemnitee under this Section 9.1, and no payment hereunder by the Facility Lessee to an Indemnitee shall be deemed to constitute a waiver or release the Company from of any of its obligations to indemnify hereunder, except to the extent right or remedy that the Company is prejudiced by Facility Lessee may have against any such Indemnitee for actual damages resulting directly from the failure or the Company’s indemnification obligations are increased as a result delay of such failure. Such Indemnitee shall promptly submit to give the Company all additional information in Facility Lessee such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably requestnotice. Subject to the rights foregoing, any amount payable to any Indemnitee pursuant to this Section 9.1 shall be paid within thirty (30) days after receipt of insurers under policies such written demand therefor from such Indemnitee, accompanied by a certificate of insurance maintained such Indemnitee stating in reasonable detail the basis for the indemnification thereby sought and (if such Indemnitee is not a party hereto) an agreement to be bound by the Companyterms hereof as if such Indemnitee were such a party. The foregoing shall not, however, constitute an obligation to disclose confidential information of any kind without the execution of an appropriate confidentiality agreement. Promptly after the Facility Lessee receives notification of such Claim accompanied by a written statement describing in reasonable detail the Claims which are the subject of and basis for such indemnity and the computation of the amount so payable, the Company Facility Lessee shall, without affecting its obligations hereunder, notify such Indemnitee whether it intends to pay, object to, compromise or defend any matter involving the asserted liability of such Indemnitee. The Facility Lessee shall have the rightright to investigate and so long as no Significant Lease Default or Lease Event of Default shall have occurred and be continuing, at its sole cost and expense, to investigate, and the Facility Lessee shall have the right in its sole discretion discretion, to defend or compromise, compromise any Claim for which indemnification is sought under this Section 4.029.1 which the Facility Lessee acknowledges is subject to indemnification hereunder; provided that no such defense or compromise shall involve any danger of (i) foreclosure, sale, forfeiture or loss of, or imposition of a Lien on any part of the Facility, the Undivided Interest, the Ground Interest, the Facility Site, the Lessor Estate or the Indenture Estate or the impairment of the Facility or the Facility Site, in any material respect or (ii) any criminal liability being incurred or any material adverse effect on such Indemnitee; provided, further, that no Claim shall be compromised by the Facility Lessee on a basis that admits any criminal violation or gross negligence or willful misconduct on the part of such Indemnitee without the express written consent of such Indemnitee; and provided, further, that to the extent that other Claims unrelated to the transactions contemplated by the Operative Documents and the FILOT Lease (giving effect to its assignment to the Owner Lessor pursuant to the Assignment Agreement) are part of the same proceeding involving such Claim, the Facility Lessee may assume responsibility for the contest or compromise of such Claim only if the same may be and is severed from such other Claims (and each Indemnitee agrees to use reasonable efforts to obtain such a severance). In the event that in the course of the investigation or defense of a claim, the Facility Lessee shall in good faith reasonably determine that it is not liable for indemnification with respect thereto under this Section 9.1, it may give notice to the applicable Indemnitee of such fact; and, in such case, any acknowledgment, theretofore made by the Facility Lessee of liability with respect to such claim under this Section 9.1 shall be deemed revoked, and the Facility Lessee may thereupon cease to defend such claim; provided that (i) the Facility Lessee shall have given the Indemnitee reasonable prior notice of its intention to renounce such acknowledgment, (ii) the Facility Lessee's conduct regarding the defense of such claim or any decision to withdraw from such defense shall not prejudice or have prejudiced the Indemnitee's ability to contest such claim (taking into account, among other things, the timing of the Facility Lessee's withdrawal and the theory or theories upon which the Facility Lessee shall have based its defense), and (iii) the Facility Lessee shall have given such Indemnitee all materials, documents and records relating to its defense of such claim as such Indemnitee shall have reasonably requested in connection with the assumption by such Indemnitee of the defense of such claim at the Company’s expensecost and expense of the Facility Lessee. In the event that the Facility Lessee shall cease to defend any claim pursuant to the preceding sentence, the Facility Lessee shall indemnify each Indemnitee, without regard to any exclusion that might otherwise apply hereunder, to the extent that the actions of the Facility Lessee in defending such claim or the manner or time of the Facility Lessee's election to withdraw from the defense of such claim shall have caused such Indemnitee to incur any loss, cost, liability or expense which such Indemnitee would not have incurred had the Facility Lessee not ceased to defend such claim in such manner or such time. If the Facility Lessee elects, subject to the foregoing, to compromise or defend any such asserted liability, it may do so at its own expense and by counsel selected by it. Upon the Facility Lessee's election to compromise or defend such asserted liability and prompt notification to such Indemnitee of its intent to do so, such Indemnitee shall cooperate at the Facility Lessee's expense with all reasonable requests of the Company Facility Lessee in connection therewith. Such therewith and will provide the Facility Lessee with all information not within the control of the Facility Lessee as is reasonably available to such Indemnitee which the Facility Lessee may reasonably request; provided, however, that such Indemnitee shall not enter into a settlement not, unless otherwise required by Applicable Law, be obligated to disclose to the Facility Lessee or any other compromise with respect Person, or permit the Facility Lessee or any other Person to examine (i) any Claim without the prior written consent income tax returns of the CompanyOwner Participant or (ii) any confidential information or pricing information not generally accessible by the public possessed by the Owner Participant (and, which consent in the event that any such information is made available, the Facility Lessee shall not be unreasonably withheld or delayed, unless treat such information as confidential and shall take all actions reasonably requested by such Indemnitee waives its right for purposes of obtaining a stipulation from all parties to be indemnified with respect to the related proceeding providing for the confidential treatment of such Claim under this Section 4.02information from all such parties). Where the Company Facility Lessee, or the insurers under a policy of insurance maintained by the Company undertake Facility Lessee undertakes the defense of an such Indemnitee with respect to a ClaimClaim (with counsel reasonably satisfactory to such Indemnitee and without reservation of rights against such Indemnitee), no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company Facility Lessee or such insurers. Subject to Notwithstanding the requirements of any policy of insuranceforegoing, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company Facility Lessee pursuant to the preceding provisions; provided , but only to the extent that such party’s 's participation does not, not in the reasonable opinion of counsel to the counsel appointed by the Company or its insurers to conduct such proceedings, Facility Lessee interfere with such controlcontrol or defense of such claim; and provided, however, that such party's participation shall does not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything 9.1; provided, further, that if and to the contrary contained hereinextent that (i) such Indemnitee is advised by counsel that an actual or potential conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel or (ii) there is a risk that such Indemnitee may be subject to criminal liability and such Indemnitee informs the Facility Lessee that such Indemnitee desires to be represented by separate counsel, such Indemnitee shall have the Company shall not under any circumstances be liable for right to control its own defense of such Claim and the reasonable fees and expenses of more than one counsel such defense (including, without limitation, the reasonable fees and expenses of such separate counsel) shall be borne by the Facility Lessee. So long as no Lease Event of Default described in clause (a), (b), (g) or (h) of Section 16 of the Facility Lease has occurred and be continuing, no Indemnitee shall enter into any settlement or other compromise with respect to any Claim without the prior written consent of the Facility Lessee unless (i) the Indemnitee waives its rights to indemnification hereunder or (ii) the Facility Lessee has not acknowledged their indemnity obligation with respect thereto and there is a significant risk that a default judgment will be entered against such Indemnitee. Nothing contained in this Section 9.1(e) shall be deemed to require an Indemnitee to contest any Claim or to assume responsibility for all Indemniteesor control of any judicial proceeding with respect thereto.

Claims Procedure. An Indemnitee shall promptly notify In the Company case of any Claim as Losses asserted by an Indemnified Party under this Article XXII, such Indemnified Party shall give prompt notice thereof to which indemnification is soughtthe Indemnifying Party and in any event within no less than 60 days after the Indemnified Party receives notice of such assertion; provided that the failure to provide such prompt notice so notify the Indemnifying Party shall not release reduce the Company from any of its Indemnifying Party’s obligations to indemnify hereunder, any Indemnified Party hereunder except to the extent that the Company is prejudiced by such failure adversely affects the Indemnifying Party’s rights, or the Companymaterially compromises such Indemnifying Party’s indemnification obligations are increased as a result of ability, to defend such failureLosses or results in additional liability on such Indemnifying Party’s part. Such Indemnitee The Indemnifying Party shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Company, the Company shall have the rightbe entitled, at its sole cost and expense, acting through counsel selected by it (and reasonably satisfactory to investigatesuch Indemnified Party), to participate in or to assume and control (if it promptly so elects upon notice of the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expenseLosses), the Indemnitee shall cooperate with all reasonable requests negotiation, litigation and/or settlement of the Company in connection therewithany such Losses. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent Indemnified Party may (but shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may obligated to) participate at its own expense and with its own counsel in any judicial proceeding controlled conducted by the Company pursuant to Indemnifying Party in accordance with the preceding provisions; provided that such party’s participation does notforegoing, in which case the opinion Indemnifying Party shall keep such Indemnified Party and its counsel fully informed of all proceedings and filings. Notwithstanding the counsel appointed by foregoing, but subject to Article XI and Lessee’s right to pursue Tax Challenges and Permitted Lessee Contests and Lessor’s right to pursue Permitted Lessor Contests, the Company or its insurers to conduct such proceedings, interfere with such control; and such participation Indemnifying Party shall not constitute be entitled to assume and control the defense of any Losses if (a) Lessee is the Indemnifying Party, Lessee Event of Default has occurred and is continuing, or, if Lessor is the Indemnifying Party, a waiver Lessor Event of Default has occurred and is continuing, (b) the indemnification provided in proceeding involves possible imposition of any criminal liability or penalty or unindemnified civil penalty on the Indemnified Party, or (c) the proceeding involves the granting of injunctive relief against the Indemnified Party not related to this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all IndemniteesLease.

Claims Procedure. An Indemnitee Indemnified Person shall promptly notify the Company Lessee of any Claim as to which indemnification is sought; provided that . Any amount payable by Lessee to any Indemnified Person pursuant to this Section 7.1 shall be paid within 30 days after receipt of a written demand therefor from such Indemnified Person accompanied by a written statement describing in reasonable detail the failure to provide Claim which is the subject of and basis for such prompt notice shall not release indemnity and the Company from any computation of its obligations to indemnify hereunder, except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably requestamount so payable. Subject to the rights of insurers under policies of insurance maintained by the CompanyLessee, the Company Lessee shall have the right, at its sole cost and expense, right to investigate, and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.027.1, and, at the Company’s expense, the Indemnitee and each Indemnified Person shall cooperate with all reasonable requests of the Company Lessee in connection therewith; provided that Lessee shall reimburse such Indemnified Person for all reasonable costs and expenses incurred by it in connection therewith. Such Indemnitee No Indemnified Person shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayedLessee, unless such Indemnitee Indemnified Person waives its right and the rights of its Related Indemnitee Group to be indemnified with respect to such Claim under this Section 4.02Claim. Where the Company Lessee or the insurers under a policy of insurance maintained by the Company Lessee undertake the defense of an Indemnitee Indemnified Person with respect to a Claim, no additional legal fees or expenses of such Indemnitee Indemnified Person in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company Lessee or such insurers; provided, however, that, if in the written opinion (a “Conflict Opinion”) of counsel to such Indemnified Person an actual or potential material conflict of interest exists where it is advisable for such Indemnified Person to be represented by separate counsel, the reasonable fees and expenses of such separate counsel shall be borne by Lessee. Subject to the requirements of any policy of insuranceinsurance maintained by Lessee, an Indemnitee Indemnified Person may participate at its own expense in any judicial proceeding controlled by the Company Lessee pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the independent counsel appointed by the Company Lessee or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.027.1. Notwithstanding anything to the contrary contained herein, the Company Lessee shall not under any circumstances be liable for the fees and expenses of more than one counsel for all IndemniteesIndemnified Persons except in the case of a delivery to Lessee of a Conflict Opinion with respect to each Indemnified Person seeking to be represented by separate counsel.

Claims Procedure. An Indemnitee shall promptly notify In the Company case of any Claim as Losses asserted by an Indemnified Party under this Article XXI, such Indemnified Party shall give prompt notice thereof to which indemnification is soughtthe Indemnifying Party and in any event within no less than 60 days after the Indemnified Party receives notice of such assertion; provided that the failure to provide such prompt notice so notify the Indemnifying Party shall not release reduce the Company from any of its Indemnifying Party’s obligations to indemnify hereunder, any Indemnified Party hereunder except to the extent that the Company is prejudiced by such failure adversely affects the Indemnifying Party’s rights, or the Companymaterially compromises such Indemnifying Party’s indemnification obligations are increased as a result of ability, to defend such failureLosses or results in additional liability on such Indemnifying Party’s part. Such Indemnitee The Indemnifying Party shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Company, the Company shall have the rightbe entitled, at its sole cost and expense, acting through counsel selected by it (and reasonably satisfactory to investigatesuch Indemnified Party), to participate in or to assume and control (if it promptly so elects upon notice of the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expenseLosses), the Indemnitee shall cooperate with all reasonable requests negotiation, litigation and/or settlement of the Company in connection therewithany such Losses. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent Indemnified Party may (but shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may obligated to) participate at its own expense and with its own counsel in any judicial proceeding controlled conducted by the Company pursuant to Indemnifying Party in accordance with the preceding provisions; provided that such party’s participation does notforegoing, in which case the opinion Indemnifying Party shall keep such Indemnified Party and its counsel fully informed of all proceedings and filings. Notwithstanding the counsel appointed by foregoing, but subject to Article XI and the Company or its insurers right of Lessee to conduct such proceedingspursue Tax Challenges and Permitted Lessee Contests and the right of Lessor to pursue Permitted Lessor Contests, interfere with such control; and such participation the Indemnifying Party shall not constitute be entitled to assume and control the defense of any Losses if (a) Lessee is the Indemnifying Party, a waiver Lessee Event of Default has occurred and is continuing, or, if Lessor is the indemnification provided in Indemnifying Party, a Lessor Event of Default has occurred and is continuing, (b) the proceeding involves possible imposition of any criminal liability or penalty or unindemnified civil penalty on the Indemnified Party, or (c) the proceeding involves the granting of injunctive relief against the Indemnified Party not related to this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all IndemniteesLease.

Claims Procedure. An Each Indemnitee shall promptly after such Indemnitee shall have Actual Knowledge thereof notify the Company Facility Lessee of any Claim as to which indemnification is sought; provided provided, that the failure so to provide such prompt notice notify the Facility Lessee shall not reduce or affect the Facility Lessee's liability which it may have to such Indemnitee under this Section 9.1, and no payment hereunder by the Facility Lessee to an Indemnitee shall be deemed to constitute a waiver or release the Company from of any of its obligations to indemnify hereunder, except to the extent right or remedy that the Company is prejudiced by Facility Lessee may have against any such Indemnitee for actual damages resulting directly from the failure or the Company’s indemnification obligations are increased as a result delay of such failure. Such Indemnitee shall promptly submit to give the Company all additional information in Facility Lessee such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably requestnotice. Subject to the rights foregoing, any amount payable to any Indemnitee pursuant to this Section 9.1 shall be paid within thirty (30) days after receipt of insurers under policies such written demand therefor from such Indemnitee, accompanied by a certificate of insurance maintained such Indemnitee stating in reasonable detail the basis for the indemnification thereby sought and (if such Indemnitee is not a party hereto) an agreement to be bound by the Companyterms hereof as if such Indemnitee were such a party. The foregoing shall not, however, constitute an obligation to disclose confidential information of any kind without the execution of an appropriate confidentiality agreement. Promptly after the Facility Lessee receives notification of such Claim accompanied by a written statement describing in reasonable detail the Claims which are the subject of and basis for such indemnity and the computation of the amount so payable, the Company Facility Lessee shall, without affecting its obligations hereunder, notify such Indemnitee whether it intends to pay, object to, compromise or defend any matter involving the asserted liability of such Indemnitee. The Facility Lessee shall have the rightright to investigate and so long as no Significant Lease Default or Lease Event of Default shall have occurred and be continuing, at its sole cost and expense, to investigate, and the Facility Lessee shall have the right in its sole discretion discretion, to defend or compromise, compromise any Claim for which indemnification is sought under this Section 4.029.1 which the Facility Lessee acknowledges is subject to indemnification hereunder; provided that no such defense or compromise shall involve any danger of (i) foreclosure, sale, forfeiture or loss of, or imposition of a Lien on any part of the Facility, the Undivided Interest, the Ground Interest, the Facility Site, the Lessor Estate or the Indenture Estate or the impairment of the Facility or the Facility Site, in any material respect or (ii) any criminal liability being incurred or any material adverse effect on such Indemnitee; provided, further, that no Claim shall be compromised by the Facility Lessee on a basis that admits any criminal violation or gross negligence or willful misconduct on the part of such Indemnitee without the express written consent of such Indemnitee; and provided, further, that to the extent that other Claims unrelated to the transactions contemplated by the Operative Documents are part of the same proceeding involving such Claim, the Facility Lessee may assume responsibility for the contest or compromise of such Claim only if the same may be and is severed from such other Claims (and each Indemnitee agrees to use reasonable efforts to obtain such a severance). In the event that in the course of the investigation or defense of a claim, the Facility Lessee shall in good faith reasonably determine that it is not liable for indemnification with respect thereto under this Section 9.1, it may give notice to the applicable Indemnitee of such fact; and, in such case, any acknowledgment, theretofore made by the Facility Lessee of liability with respect to such claim under this Section 9.1 shall be deemed revoked, and the Facility Lessee may thereupon cease to defend such claim; provided that (i) the Facility Lessee shall have given the Indemnitee reasonable prior notice of its intention to renounce such acknowledgment, (ii) the Facility Lessee's conduct regarding the defense of such claim or any decision to withdraw from such defense shall not prejudice or have prejudiced the Indemnitee's ability to contest such claim (taking into account, among other things, the timing of the Facility Lessee's withdrawal and the theory or theories upon which the Facility Lessee shall have based its defense), and (iii) the Facility Lessee shall have given such Indemnitee all materials, documents and records relating to its defense of such claim as such Indemnitee shall have reasonably requested in connection with the assumption by such Indemnitee of the defense of such claim at the Company’s expensecost and expense of the Facility Lessee. In the event that the Facility Lessee shall cease to defend any claim pursuant to the preceding sentence, the Facility Lessee shall indemnify each Indemnitee, without regard to any exclusion that might otherwise apply hereunder, to the extent that the actions of the Facility Lessee in defending such claim or the manner or time of the Facility Lessee's election to withdraw from the defense of such claim shall have caused such Indemnitee to incur any loss, cost, liability or expense which such Indemnitee would not have incurred had the Facility Lessee not ceased to defend such claim in such manner or such time. If the Facility Lessee elect, subject to the foregoing, to compromise or defend any such asserted liability, it may do so at its own expense and by counsel selected by it. Upon the Facility Lessee's election to compromise or defend such asserted liability and prompt notification to such Indemnitee of its intent to do so, such Indemnitee shall cooperate at the Facility Lessee's expense with all reasonable requests of the Company Facility Lessee in connection therewith. Such therewith and will provide the Facility Lessee with all information not within the control of the Facility Lessee as is reasonably available to such Indemnitee which the Facility Lessee may reasonably request; provided, however, that such Indemnitee shall not enter into a settlement not, unless otherwise required by Applicable Law, be obligated to disclose to the Facility Lessee or any other compromise with respect Person, or permit the Facility Lessee or any other Person to examine (i) any Claim without the prior written consent income tax returns of the CompanyOwner Participant or (ii) any confidential information or pricing information not generally accessible by the public possessed by the Owner Participant (and, which consent in the event that any such information is made available, the Facility Lessee shall not be unreasonably withheld or delayed, unless treat such information as confidential and shall take all actions reasonably requested by such Indemnitee waives its right for purposes of obtaining a stipulation from all parties to be indemnified with respect to the related proceeding providing for the confidential treatment of such Claim under this Section 4.02information from all such parties). Where the Company Facility Lessee, or the insurers under a policy of insurance maintained by the Company undertake Facility Lessee undertakes the defense of an such Indemnitee with respect to a ClaimClaim (with counsel reasonably satisfactory to such Indemnitee and without reservation of rights against such Indemnitee), no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company Facility Lessee or such insurers. Subject to Notwithstanding the requirements of any policy of insuranceforegoing, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company Facility Lessee pursuant to the preceding provisions; provided , but only to the extent that such party’s 's participation does not, not in the reasonable opinion of counsel to the counsel appointed by the Company or its insurers to conduct such proceedings, Facility Lessee interfere with such controlcontrol or defense of such claim; and provided, however, that such party's participation shall does not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything 9.1; provided, further, that if and to the contrary contained hereinextent that (i) such Indemnitee is advised by counsel that an actual or potential conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel or (ii) there is a risk that such Indemnitee may be subject to criminal liability and such Indemnitee informs the Facility Lessee that such Indemnitee desires to be represented by separate counsel, such Indemnitee shall have the Company shall not under any circumstances be liable for right to control its own defense of such Claim and the reasonable fees and expenses of more than one counsel such defense (including, without limitation, the reasonable fees and expenses of such separate counsel) shall be borne by the Facility Lessee. So long as no Lease Event of Default described in clause (a), (b), (g) or (h) of Section 16 of the Facility Lease has occurred and be continuing, no Indemnitee shall enter into any settlement or other compromise with respect to any Claim without the prior written consent of the Facility Lessee unless (i) the Indemnitee waives its rights to indemnification hereunder or (ii) the Facility Lessee has not acknowledged their indemnity obligation with respect thereto and there is a significant risk that a default judgment will be entered against such Indemnitee. Nothing contained in this Section 9.1(e) shall be deemed to require an Indemnitee to contest any Claim or to assume responsibility for all Indemniteesor control of any judicial proceeding with respect thereto.

Claims Procedure. An Indemnitee (a) If any Person entitled to be indemnified under this Article VII (an “Indemnified Party”) becomes aware of any fact, matter or circumstance that may give rise to a claim for indemnification under this Article VII, the Indemnified Party shall promptly notify the Company party providing indemnification under this Article VII (the “Indemnifying Party”) in writing of any Claim claim in respect of which indemnity may be sought under this Article VII, including any pending or threatened claim or demand made in writing by a non-affiliated third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a non-affiliated third party against the Indemnified Party) (each, a “third-party claim”), setting out the provisions under this Agreement on which such claim is based, and such other information (to the extent available) as is reasonably necessary to enable the Indemnifying Party to assess the merits of the potential claim, to make such provision as it may consider reasonably necessary (including details -42- of the legal and factual basis of the claim and the evidence on which indemnification the party relies (including where the claim is soughtthe result of a third-party claim, evidence of the third-party claim)) and setting out its estimate of the amount of Liabilities to the extent ascertainable which are, or are to be, the subject of the claim; provided provided, however, that the failure to provide such prompt notice shall not release the Company Indemnifying Party from any of its obligations to indemnify hereunder, under this Article VII except to the extent that the Company Indemnifying Party is actually prejudiced by such failure or and, in any event, only to the Company’s indemnification obligations are increased as a result extent of such failureprejudice. Such Indemnitee shall promptly submit The parties agree that (i) in this Article VII, they intend to shorten, in the case of the limited survival periods specified in Section 7.1, the applicable statute of limitations period with respect to certain claims; (ii) notices for claims in respect of a breach of a representation, warranty, covenant, agreement or obligation must be delivered prior to the Company expiration of the applicable survival period specified in Section 7.1 for such representation, warranty, covenant, agreement or obligation; and (iii) any claims for indemnification for which notice is not timely delivered in accordance with this Section 7.4(a) shall be expressly barred and are hereby waived; provided further that, if, prior to such applicable date, a party hereto shall have notified the other party hereto in accordance with the requirements of this Section 7.4(a) of a claim for indemnification under this Article VII (whether or not formal legal action shall have been commenced based upon such claim), such claim (but only such claim) shall continue to be subject to indemnification in accordance with this Article VII notwithstanding the passing of such applicable date until the final resolution thereof in accordance with this Article VII. (b) The Indemnified Party and the Indemnifying Party shall reasonably cooperate with each other and assist each other in determining the validity of any third-party claim for indemnity and in defending against such a third-party claim. In connection with any fact, matter, event or circumstance that may give rise to a claim against any Indemnifying Party under this Agreement, the Indemnified Party shall ensure that the Indemnified Party and each of its Affiliates: (i) shall use reasonable efforts to preserve all additional information in such Indemnitee’s possession to substantiate such request for payment material evidence relevant to the Company as claim, (ii) shall (upon the Company Indemnifying Party’s written request and at the Indemnifying Party’s expense) reasonably cooperate with the Indemnifying Party’s and its Representatives’ efforts to investigate the fact, matter, event or circumstance alleged to give rise to such claim and whether and to what extent any amount is payable in respect of such claim, and (iii) shall reasonably request. Subject (at the Indemnifying Party’s expense) disclose to the rights Indemnifying Party and its Representatives all material of insurers under policies of insurance maintained by which it is aware which reasonably relates to the Companyclaim and provide (upon the Indemnifying Party’s written request and at the Indemnifying Party’s expense), the Company shall have the rightall such information and assistance, at its sole cost including reasonable access to relevant premises and expense, to investigatepersonnel during normal business hours, and the right to examine and copy or photograph any relevant assets, accounts, documents and records, as the Indemnifying Party or its Representatives may reasonably request, subject to the Indemnifying Party and its Representatives agreeing in such form as the Indemnified Party may reasonably require to keep all such information confidential and to use it only for the purpose of investigating and defending the claim in question. The party in charge of the defense shall keep the other party reasonably apprised from time to time as to the status of the defense or any settlement negotiations with respect thereto. (c) Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 7.4(a) in respect of a third-party claim, the Indemnifying Party may, by written notice to the Indemnified Party delivered within thirty (30) Business Days of the receipt of notice of such third-party claim (the “Notice Period”), assume the defense and control of any third-party claim, with its sole discretion own counsel (which shall be reasonably acceptable to defend or compromisethe Indemnified Party) and at its own expense, any Claim but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such third-party claim with its own counsel and at its own expense (unless the Indemnified Party in good faith determines that there is an actual conflict of interest with the Indemnifying Party in respect of such third-party claim, in which case the Indemnifying Party shall be liable for which indemnification is sought the fees and expenses under this Section 4.02Agreement of one legal counsel for all the Indemnified Parties, andin addition to one local counsel in each applicable jurisdiction, at the Company’s expense, the Indemnitee shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to such third-party claim); provided, that the Indemnifying Party shall not have the right to assume the defense of any Claim third-party claim that primarily relates to Buyer’s or its Affiliates’ Taxes. The Indemnifying Party shall not, without the prior written consent of the Company, Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), consent to a settlement, compromise or discharge of, or the entry of any judgment arising from, any third-party claim, unless (i) such Indemnitee waives settlement, compromise, discharge or entry of any judgment does not involve (A) any finding or admission of any violation of Law or admission of any wrongdoing by an Indemnified Party or (B) the imposition of an order, injunction or decree of a Governmental Entity that would restrict the future activity or conduct of an Indemnified Party, (ii) such settlement or compromise is comprised solely of monetary damages (other than customary confidentiality and other ancillary obligations), and the Indemnifying Party shall obtain, as a condition of such settlement, compromise, discharge, entry of judgment (if applicable), or other resolution, a complete and unconditional release of each Indemnified Party from any and all liabilities in respect of such third-party claim and (iii) the Indemnifying Party pays all amounts arising from such settlement or compromise. (d) If the Indemnifying Party elects not to defend the Indemnified Party against a third-party claim, whether by not giving the Indemnified Party timely notice of its desire to so defend within the Notice Period or by giving notice of its election not to defend against such third-party claim, the Indemnified Party shall have the right but not the obligation to be indemnified assume its own defense at the expense of the Indemnifying Party. Unless and until the Indemnifying Party makes an election in accordance with Section 7.4(c) to assume the defense of such third-party claim, the Indemnified Party may defend against such third-party claim in such manner as it may reasonably deem appropriate, with all of the Indemnified Party’s expenses arising out of the defense of such third-party claim subject to indemnification under this Agreement to the extent provided in this Article VII. The Indemnified Party shall not settle, compromise or consent to the entry of any judgment with respect to any claim or demand for which it is seeking indemnification from the Indemnifying Party or admit to any liability with respect to such Claim under this Section 4.02. Where claim or demand without the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the prior written request consent of the Company Indemnifying Party (which may not be unreasonably withheld, conditioned or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02delayed). Notwithstanding anything to the contrary contained hereinin this Article VII, no Indemnifying Party shall have any liability under this Article VII for any Liabilities arising out of or in connection with any third-party claim that is settled or compromised by an Indemnified Party without the consent of such Indemnifying Party. (e) In the event any Indemnifying Party receives a notice of a claim for indemnity from an Indemnified Party pursuant to Section 7.4(a) that does not involve a third-party claim, the Company Indemnifying Party shall not notify the Indemnified Party within thirty (30) Business Days following its receipt of such notice whether the Indemnifying Party disputes its liability to the Indemnified Party under this Article VII. -44- (f) Notwithstanding the foregoing provisions of this Section 7.4, (i) if a third-party claim relates to Taxes (other than Taxes of Buyer or its Affiliates) that are indemnified under Section 7.2, Seller shall have the exclusive right to conduct, at its own expense, such Tax Proceeding, and (ii) Seller shall have the exclusive right to control in all respects, and neither Buyer nor any circumstances of its Affiliates shall be liable for the fees and expenses entitled to participate in, any Tax Proceeding with respect to any Tax Return of more than one counsel for all Indemnitees(A) Seller or any of its Affiliates or (B) a consolidated, combined or unitary group that includes Seller or any of its Affiliates.

Claims Procedure. An Indemnitee shall promptly notify the Company of any Claim as to which indemnification is sought; provided that the . The failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, hereunder except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result of such failurefailure (in which event Company shall not be responsible for such additional indemnification obligations). Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Claim as Company as the Company shall reasonably requestrequests. Subject to the rights of insurers under policies of insurance maintained by the Company’s insurers, the Company shall have the rightmay, at its sole cost and expense, to investigateinvestigate any Claim, and the right may in its sole discretion to defend or compromise, compromise any Claim for which indemnification is sought under this Section 4.02, and, at the Claim. At Company’s expense, the any Indemnitee shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02Claim. Where the Company or the its insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemnitees.such

Claims Procedure. An Indemnitee shall promptly notify the Company In respect of any Claim as to which indemnification is sought; provided that the failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Company, the Company shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or compromise, any Claim third-party claims for which indemnification is sought under hereunder, promptly after the receipt by any indemnified party (the "Indemnitee") of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the "Indemnifying Party") pursuant to this Section, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Section 4.026, andexcept where, and solely to the extent that, such failure actually and materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at his or its own expense and by his or its own counsel reasonably acceptable to the Company’s expenseIndemnitee, any such matter involving the asserted liability of the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall cooperate have the right to participate in the defense of such asserted liability at the Indemnitee's own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Section to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with all reasonable requests a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the Company in connection therewithsettlement or compromise of such claim. Such Indemnitee shall not enter into An Indemnity's failure to supply such final court judgment or decree or the terms and conditions of a settlement or other compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Section 6, except where, and solely to the extent that, such failure actually and materially prejudices the rights of such Indemnifying Party. If the Indemnitee is defending the claim as set forth above, the Indemnitee shall have the right to settle or compromise any claim against it after consultation with, but without the prior approval of, any Indemnifying Party; provided, however, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee; provided, however, that if the Indemnitee shall fail to consent to the settlement of such a claim by the Indemnifying Party, which settlement (i) the claimant has indicated it will accept, and (ii) includes an unconditional release of the Indemnitee and its affiliates by the claimant and imposes no material restrictions on the future activities of the Indemnitee and its affiliates, the Indemnifying Party shall have no liability with respect to any Claim without the prior written consent payment required to be made to such claimant in respect of such claim in excess of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy proposed amount of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemniteessettlement.

Claims Procedure. An Each Indemnitee shall promptly notify the Company after such Indemnitee shall have Actual Knowledge of any Claim notify ▇▇▇▇▇ City in writing of any such Claim as to which indemnification is sought; provided PROVIDED, that the failure to provide such prompt notice so notify ▇▇▇▇▇ City shall not release the Company from reduce or affect ▇▇▇▇▇ City's liability which it may have to such Indemnitee under this SECTION 10. 1. Any amount payable to any of its obligations Indemnitee pursuant to indemnify hereunder, except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result this SECTION 10.1 shall be paid within fifteen (15) days after receipt of such failure. Such Indemnitee shall promptly submit to the Company all additional information in written demand therefor from such Indemnitee’s possession , accompanied by a certificate of such Indemnitee stating in reasonable detail the basis for the indemnification thereby sought and (if such Indemnitee is not a party hereto) an agreement to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained be bound by the Companyterms hereof as if such Indemnitee were such a party. The foregoing shall not, however, constitute an obligation to disclose confidential information of any kind without the Company execution of an appropriate confidentiality agreement. Promptly after ▇▇▇▇▇ City receives notification of such Claim accompanied by a written statement describing in reasonable detail the Claims which are the subject of and basis for such indemnity and the computation of the amount so payable, ▇▇▇▇▇ City shall notify such Indemnitee in writing whether it intends to pay, object to, compromise or defend any matter involving the asserted liability of such Indemnitee. ▇▇▇▇▇ City shall have the rightright to investigate and so long as no Material Lease Default or Lease Event of Default shall have occurred and be continuing, at its sole cost and expense, to investigate, and ▇▇▇▇▇ City shall have the right in its sole discretion discretion, to defend or compromise, compromise any Claim for which indemnification is sought under this Section 4.02SECTION 10.1 which ▇▇▇▇▇ City acknowledges in writing to the applicable Indemnitee is subject to indemnification hereunder; PROVIDED, andthat no such defense or compromise shall involve any (i) material risk of foreclosure, at sale, forfeiture or loss of, or imposition of a Lien (other than a Permitted Lien) on the Company’s expenseFacility, the Undivided Interest or the Facility Site or the impairment of the use, operation or maintenance of the Facility or the Facility Site in any material respect, (ii) risk of criminal liability being incurred by the Owner Lessor, the Owner Participant, or the Owner Manager or (so long as the Lessor Notes are outstanding) the Lease Indenture Trustee and the Security Agent or any of their respective Affiliates, or (iii) material risk of any material adverse effect on the interests of the Owner Lessor, the Owner Participant, the Owner Manager or (so long as the Lessor Notes are outstanding) the Lease Indenture Trustee and the Security Agent or any of their respective Affiliates (including, without limitation, subjecting any such Person to regulation as a public utility under any applicable law); PROVIDED, FURTHER, that no Claim shall be compromised by ▇▇▇▇▇ City on a basis that admits any criminal violation or gross negligence or willful misconduct on the part of such Indemnitee without the express written consent of such Indemnitee; and PROVIDED, FURTHER, that to the extent that other Claims unrelated to the transactions contemplated by the Operative Documents are part of the same proceeding involving such Claim, ▇▇▇▇▇ City may assume responsibility for the contest or compromise of such Claim only if the same may be and is severed from such other Claims (and each Indemnitee agrees to use reasonable efforts to obtain such a severance). If ▇▇▇▇▇ City elects, subject to the foregoing, to compromise or defend any such asserted liability, it may do so at its own expense and by counsel selected by it and reasonably satisfactory to such Indemnitee. Upon ▇▇▇▇▇ City's election to compromise or defend such asserted liability and prompt notification to such Indemnitee of its intent to do so, such Indemnitee shall cooperate at ▇▇▇▇▇ City's expense with all reasonable requests of the Company ▇▇▇▇▇ City in connection therewith. Such therewith to minimize the cost and expense to ▇▇▇▇▇ City of such compromise or defense (PROVIDED that such Indemnitee shall not enter into suffer any material economic, legal or regulatory disadvantage as a settlement result of such cooperation) and will provide ▇▇▇▇▇ City with all information not within the control of ▇▇▇▇▇ City as is reasonably available to such Indemnitee which ▇▇▇▇▇ City may reasonably request; PROVIDED, FURTHER, HOWEVER, that such Indemnitee shall not, unless otherwise required by Requirement of Law, be obligated to disclose to ▇▇▇▇▇ City or any other compromise with respect Person, or permit ▇▇▇▇▇ City or any other Person to examine (i) any Claim without the prior written consent income tax returns of the CompanyOwner Participant or the Owner Lessor or (ii) any confidential information or pricing information not generally accessible by the public possessed by the Owner Participant or the Owner Lessor (and, which consent in the event that any such information is made available, ▇▇▇▇▇ City shall not be unreasonably withheld or delayed, unless treat such information as confidential and shall take all actions reasonably requested by such Indemnitee waives its right for purposes of obtaining a stipulation from all parties to be indemnified with respect to the related proceeding providing for the confidential treatment of such Claim under this Section 4.02information from all such parties). Where the Company ▇▇▇▇▇ City, or the insurers under a policy of insurance maintained by the Company ▇▇▇▇▇ City, undertake the defense of an such Indemnitee with respect to a ClaimClaim (with counsel reasonably satisfactory to each such Indemnitee and without reservation of rights against such Indemnitee), no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company ▇▇▇▇▇ City or such insurers. Subject to Notwithstanding the requirements of any policy of insuranceforegoing, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company ▇▇▇▇▇ City pursuant to the preceding provisions; provided , but only to the extent that such party’s 's participation does not, not in the reasonable opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, ▇▇▇▇▇ City interfere with such control; and PROVIDED, HOWEVER, that such party's participation shall does not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything SECTION 10.1; PROVIDED, FURTHER, that if and to the contrary contained hereinextent that (i) such Indemnitee is advised by counsel that an actual or potential conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel or (ii) there is a risk that such Indemnitee may be indicted or otherwise charged in a criminal complaint and such Indemnitee informs ▇▇▇▇▇ City that such Indemnitee desires to be represented by separate counsel, such Indemnitee shall have the Company shall not under any circumstances be liable for right to control its own defense of such Claim and the reasonable fees and expenses of more than one counsel such defense (including, without limitation, the reasonable fees and expenses of such separate counsel) shall be borne by ▇▇▇▇▇ City. So long as no Lease Event of Default shall have occurred and be continuing, no Indemnitee shall enter into any settlement or other compromise with respect to any Claim without the prior written consent of ▇▇▇▇▇ City unless (i) the Indemnitee waives its rights to indemnification hereunder or (ii) ▇▇▇▇▇ City has not acknowledged its indemnity obligation with respect thereto and there is a significant risk that a default judgment will be entered against such Indemnitee. Nothing contained in this SECTION 10.1(C) shall be deemed to require an Indemnitee to contest any Claim or to assume responsibility for all Indemniteesor control of any judicial proceeding with respect thereto.

Claims Procedure. An Indemnitee Any claim for benefits under this Letter Agreement by you shall promptly notify the Company of any Claim as to which indemnification is sought; provided that the failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit be made in writing and sent to the Company all additional information at its principal offices in Mechanicsburg, Pennsylvania, or such Indemnitee’s possession to substantiate such request for payment to the Company other place as the Company shall reasonably requesthereafter designate in writing. Subject If you, or any beneficiary following your death (collectively, the “Claimant”), believes he has been denied any benefits or payments under this Letter Agreement, either in total or in an amount less than the full benefit or payment to which the rights of insurers under policies of insurance maintained by the CompanyClaimant would normally be entitled, the Company shall have advise the rightClaimant in writing of the amount of the benefit, at its sole cost and expenseor payment, to investigateif any, and the right specific reasons for the denial within thirty (30) days of the receipt of the Claimant’s claim. The Company shall also furnish the Claimant at that time with a written notice containing: (a) A specific reference to pertinent provisions of this Letter Agreement; (b) A description of any additional material or information necessary for the Claimant to perfect the claim if possible, and an explanation of why such material or information is needed; and (c) An explanation of the claim review procedure set forth in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.025. Within sixty (60) days of receipt of the information described above, andthe Claimant shall, at if further review is desired, file a written request of reconsideration of the Company’s expense, decision with the Indemnitee Appeal Committee. The Appeal Committee shall cooperate with all reasonable requests consist of those individuals who were serving as the Compensation Committee of the Board of Directors of the Company immediately prior to the Change of Control. The Appeal Committee shall select from its membership a chairperson and a secretary and may adopt such rules and procedures as it deems necessary to carry out its functions. In the event any individual is unable to serve on the Appeal Committee, then the chairperson of the Appeal Committee shall appoint a successor provided such successor must have been a member of the Board of Directors of the Company prior to the Change of Control (“Prior Board Member”). So long as the Claimant’s request for review is pending with the Appeal Committee (including such 60-day period), the Claimant, or his duly authorized representative, may review pertinent documents and may submit issues and comments in connection therewithwriting to the Appeal Committee. Such Indemnitee A final and binding decision shall be made by the Appeal Committee within thirty (30) days of the filing by the Claimant of the request for reconsideration. The Appeal Committee’s decision shall be conveyed to the Claimant in writing and shall include specific reasons for the decision and specific references to the pertinent provisions of this Letter Agreement on which the decision is based. The Appeal Committee shall discharge its duties under this claims procedure in accordance with the fiduciary standards of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and in doing so, to the extent permitted by law, shall be indemnified and held harmless by the Company (to the extent not enter into a settlement indemnified or saved harmless under any liability insurance or other compromise indemnification arrangement with the Company) for or against all liability to which the Appeal Committee may be subjected by reason of any act done in good faith with respect to the adjudication of any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a ClaimLetter Agreement, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02including reasonable expenses. Notwithstanding anything to the contrary contained hereinherein contained, the Company Claimant shall not under be entitled to submit his or her claim for determination to any circumstances be liable for court having competent jurisdiction regardless of whether he has first exercised his or her right to have the fees and expenses of more than one counsel for all IndemniteesCompany’s decision reconsidered by the Appeal Committee.

Claims Procedure. An Indemnitee shall promptly notify Promptly after receipt by either party hereto (the Company "Indemnitee") of any Claim as notice of any demand, claim or circumstances which, with the lapse of time, would or might give rise to which indemnification is sought; provided that the failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, except to the extent that the Company is prejudiced by such failure a claim or the Company’s indemnification obligations are increased as commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that may result in a result of such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Company, the Company shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expenseLoss, the Indemnitee shall cooperate with all give notice thereof (the "Claims Notice") to the party obligated to provide indemnification pursuant to Section 9.1(a). The Claims Notice shall describe the Asserted Liability in reasonable requests detail, and shall indicate the amount (estimated, if necessary to the extent feasible) of the Company in connection therewithLoss that has been or may be suffered by the Indemnitee. Such Thereafter, the following procedures shall apply: (1) The indemnifying party may elect to compromise or defend, at its own expense by its own counsel, any Asserted Liability; (2) If the indemnifying party elects to compromise or defend such Asserted Liability, it shall within thirty (30) days (or sooner if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall not enter into cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability, and shall make available to the indemnifying party any books, records or other documents within its control that are necessary or appropriate for such defense; (3) If the indemnifying party has elected to defend the Asserted Liability, any offer to compromise or settle transmitted to the indemnifying party shall thereafter be transmitted in writing to the Indemnitee. If, after a reasonable period of time to consider such offer -- which time shall be deemed to be ten (10) days from the date of transmittal of such offer using the notice procedures set forth in Section 11.9, unless the circumstances otherwise require -- the Indemnitee refuses to give consent to the settlement or other compromise of the Asserted Liability, then the liability of the indemnifying party with respect to any Claim without such Asserted Liability shall be thereafter limited to the prior written consent amount of the Companyoffer of settlement or compromise. This cap on liability shall not be applicable if the Indemnifying Party does not elect to defend Indemnitee against the Asserted Liability; (4) Notwithstanding the foregoing, which neither the indemnifying party nor the Indemnitee may settle or compromise any claim over the objection of the other, provided however, that consent to settlement or compromise shall not be unreasonably withheld withheld; (5) If the indemnifying party elects not to compromise or delayeddefend the Asserted Liability, unless such fails to notify the Indemnitee waives of its right election as herein provided, or contests its obligation to be indemnified with respect to such Claim indemnify under this Section 4.02. Where Agreement, the Company Indemnitee may pay, compromise or defend such Asserted Liability, with a reservation of all rights to seek indemnification hereunder against the insurers under a policy of insurance maintained by indemnifying party; and (6) Notwithstanding the Company undertake foregoing, the Indemnitee and the indemnifying party may participate, in all instances, and at their own expense, in the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all IndemniteesAsserted Liability.

Claims Procedure. An Indemnitee Any controversy or claim arising out of or relating to this Agreement shall promptly be filed with the Fiduciary which shall make all determinations concerning such claim. Any decision by the Fiduciary denying such claim shall be in writing and shall be delivered to all parties in interest in accordance with the notice provisions of Section 5.3 hereof. Such decision shall set forth the reasons for denial in plain language. Pertinent provisions of the Agreement shall be cited and, where appropriate, an explanation as to how the Employee can perfect the claim will be provided. This notice of denial of benefits will be provided within 90 days of the Fiduciary's receipt of the Employee's claim for benefits. If the Fiduciary fails to notify the Company Employee of any Claim as to which indemnification is sought; provided that the failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Companyhis decision regarding his claim, the Company claim shall have the right, at its sole cost and expense, to investigatebe considered denied, and the right in its sole discretion Employee shall then be permitted to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expense, the Indemnitee shall cooperate proceed with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification his appeal as provided in this Section 4.02Section. Notwithstanding anything An Employee who has been completely or partially denied a benefit shall be entitled to appeal this denial of his claim by filing a written statement of his position with the Fiduciary no later than sixty (60) days after receipt of the written notification of such claim denial. The Fiduciary shall schedule an opportunity for a full and fair review of the issue within thirty (30) days of receipt of the appeal. The decision on review shall set forth specific reasons for the decision, and shall cite specific references to the contrary contained hereinpertinent Agreement provisions on which the decision is based. Following his review of any additional information submitted by the Employee, either through the hearing process or otherwise, the Company Fiduciary shall render a decision on his review of the denied claim in the following manner: (a) The Fiduciary shall make his decision regarding the merits of the denied claim within 60 days following his receipt of the request for review (or within 120 days after such receipt, in a case where there are special circumstances requiring extension of time for reviewing the appealed claim). He shall deliver the decision to the claimant in writing. If an extension of time for reviewing the appealed claim is required because of special circumstances, written notice of the extension shall be furnished to the Employee prior to the commencement of the extension. If the decision on review is not under any circumstances furnished within the prescribed time, the claim shall be liable deemed denied on review. (b) The decision on review shall set forth specific reasons for the fees decision, and expenses of more than one counsel for all Indemniteesshall cite specific references to the pertinent Agreement provisions on which the decision is based.

Claims Procedure. An Indemnitee shall promptly notify the Company of any Claim as to which indemnification is sought; provided that the failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result of such failurefailure (in which event the Company shall not be responsible for such additional indemnification obligations). Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Company, the Company shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expense, the Indemnitee shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemnitees.

Claims Procedure. An Indemnitee shall promptly notify the Company of any Claim as to which indemnification is sought; provided that the . The failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, hereunder except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result of such failurefailure (in which event Company shall not be responsible for such additional indemnification obligations). Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Claim as Company as the Company shall reasonably requestrequests. Subject to the rights of insurers under policies of insurance maintained by the Company’s insurers, the Company shall have the rightmay, at its sole cost and expense, to investigateinvestigate any Claim, and the right may in its sole discretion to defend or compromise, compromise any Claim for which indemnification is sought under this Section 4.02, and, at the Claim. At Company’s expense, the any Indemnitee shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02Claim. Where the Company or the its insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the outside counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such . Such participation shall not constitute a waiver of the indemnification provided in this Section ‎Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all IndemniteesIndemnitees with respect to any one Claim. Notwithstanding anything to the contrary contained herein, an Indemnitee shall not under any circumstances be required or deemed to be required to contest any Claim or to assume responsibility for or control of any judicial proceeding with respect thereto. Company will provide the relevant Indemnitee with such information not within the control of such Indemnitee, as is in Company’s control or is reasonably available to Company, which such Indemnitee may reasonably request and will otherwise cooperate with such Indemnitee so as to enable such Indemnitee to fulfill its obligations under this Section. If an Indemnitee is not a party to this Agreement, Company may require such Indemnitee to agree in writing to the terms of this ‎Section 4.02 and ‎Section 7.10 of this Agreement prior to making any payment to such Indemnitee under this ‎Section 4.02.

Claims Procedure. An Indemnitee shall promptly notify the Company Promptly after Notice to an indemnified party of any Claim as claim or the commencement of any Proceeding by a third party involving any loss, liability, obligation, damage or expense referred to in Section 7.1 or 7.2, such indemnified party shall, if a claim for indemnification in respect thereof is to be made against an indemnifying party, give written Notice to the latter of the commencement of such claim or Proceeding, setting forth in reasonable detail the nature thereof and the basis upon which such party seeks indemnification is soughthereunder; provided that the failure of any indemnified party to provide give such prompt notice Notice shall not release relieve the Company from any indemnifying party of its obligations to indemnify hereunderunder such Section, except to the extent that the Company indemnifying party is actually prejudiced by the failure to give such failure Notice. In case any such Proceeding is brought against an indemnified party, and provided that proper Notice is duly given, the indemnifying party shall assume and control the defense thereof insofar as such Proceeding involves any loss, liability, obligation, damage or the Company’s expense in respect of which indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained may be sought hereunder, with counsel selected by the Companyindemnifying party (and reasonably satisfactory to such indemnified party), and, after Notice from the indemnifying party to such indemnified party of its assumption of the defense thereof, the Company indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof (but the indemnified party shall have the right, but not the obligation, to participate at its sole own cost and expense, to investigate, and expense in such defense by counsel of its own choice) or for any amounts paid or foregone by the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expense, the Indemnitee shall cooperate with all reasonable requests indemnified party as a result of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim thereof (without the prior written consent of the Companyindemnifying party), except that, if both the indemnifying party and the indemnified party are named as parties or subject to such Proceeding and either such party reasonably determines with advice of counsel that a material conflict of interest between such parties may exist in respect of such Proceeding, the indemnifying party may decline to assume the defense on behalf of the indemnified party or the indemnified party may retain the defense on its own behalf, and, in either such case, after Notice to such effect is duly given hereunder to the other party, the indemnifying party shall be relieved of its obligation to assume the defense on behalf of the indemnified party, but shall be required to pay any legal or other expenses, including without limitation reasonable attorneys' fees and disbursements incurred by the indemnified party in such defense; provided, however, that the indemnifying party shall not be liable for such expenses on account of more than one separate firm of attorneys (and, if necessary, local counsel) at any time representing such indemnified party in connection with any Proceeding or separate Proceedings in the same jurisdiction arising out of or based upon substantially the same allegations or circumstances. If the indemnifying party shall assume the defense of any such Proceeding, the indemnified party shall cooperate fully with the indemnifying party and shall appear and give testimony, produce documents and other tangible evidence, allow the indemnifying party access to the books and records of the indemnified party and otherwise assist the indemnifying party in conducting such defense. No indemnifying party shall, without the consent of the indemnified party, which consent shall not be unreasonably withheld withheld, consent to entry of any judgment or delayedenter into any settlement or compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or Proceeding. Provided that proper Notice is duly given, unless if the indemnifying party shall fail promptly and diligently to assume the defense thereof, if and in the manner required hereunder, the indemnified party may respond to, contest and defend against such Indemnitee waives its Proceeding (but the indemnifying party shall have the right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own cost and expense in such defense by counsel of its own choice) and may make in good faith any judicial proceeding controlled compromise or settlement with respect thereto, and recover the entire cost and expense thereof, including, without limitation, reasonable attorneys' fees and disbursements and all amounts paid or foregone as a result of such Proceeding, or the settlement or compromise thereof, from the indemnifying party. Any indemnification required to be made hereunder shall be made by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion periodic payments of the counsel appointed by amount thereof during the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver course of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained hereininvestigation or defense, the Company shall not under any circumstances be liable for the fees as and expenses of more than one counsel for all Indemniteeswhen bills or invoices are received or loss, liability, obligation, damage or expense is actually suffered or incurred.

Claims Procedure. An Indemnitee shall promptly notify In the Company case of any Claim as Losses asserted by an Indemnified Party under this Article XXII, such Indemnified Party shall give prompt notice thereof to which indemnification is soughtthe Indemnifying Party and in any event within no less than 60 days after the Indemnified Party receives notice of such assertion; provided that the failure to provide such prompt notice so notify the Indemnifying Party shall not release reduce the Company from any of its Indemnifying Party’s obligations to indemnify hereunder, any Indemnified Party hereunder except to the extent that the Company is prejudiced by such failure adversely affects the Indemnifying Party’s rights, or the Companymaterially compromises such Indemnifying Party’s indemnification obligations are increased as a result of ability, to defend such failureLosses or results in additional liability on such Indemnifying Party’s part. Such Indemnitee The Indemnifying Party shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Company, the Company shall have the rightbe entitled, at its sole cost and expense, acting through counsel selected by it (and reasonably satisfactory to investigatesuch Indemnified Party), to participate in or to assume and control (if it promptly so elects upon notice of the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expenseLosses), the Indemnitee shall cooperate with all reasonable requests negotiation, litigation and/or settlement of the Company in connection therewithany such Losses. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent Indemnified Party may (but shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may obligated to) participate at its own expense and with its own counsel in any judicial proceeding controlled conducted by the Company pursuant to Indemnifying Party in accordance with the preceding provisions; provided that such party’s participation does notforegoing, in which case the opinion Indemnifying Party shall keep such Indemnified Party and its counsel fully informed of all proceedings and filings. Notwithstanding the counsel appointed by foregoing, but subject to Article XI and Lessee’s right to pursue Tax Challenges and Permitted Lessee Contests and Lessor’s right to pursue Permitted Lessor Contests, the Company or its insurers to conduct such proceedings, interfere with such control; and such participation Indemnifying Party shall not constitute be entitled to assume and control the defense of any Losses if (a) Lessee is the Indemnifying Party, a waiver Level I Lessee Default has occurred and is continuing, or, if Lessor is the Indemnifying Party, a Level 1 Lessor Default has occurred and is continuing, (b) the proceeding involves possible imposition of any criminal liability or penalty or unindemnified civil penalty on the indemnification provided in Indemnified Party, or (c) the proceeding involves the granting of injunctive relief against the Indemnified Party not related to this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all IndemniteesLease.

Claims Procedure. An Indemnitee If any action, claim or demand shall be brought or asserted against any party in respect of which indemnity may be sought pursuant to this section, the party seeking indemnification (the "Indemnity Claimant") shall promptly notify the Company of any Claim as to which party or parties from whom indemnification is sought; provided that sought (the failure "Indemnity Obligor(s)"), stating in writing the amount claimed to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Companybe due and payable, the Company shall have basis of the right, at its sole cost and expense, to investigateclaim, and the right in its sole discretion provision or provisions of this Agreement under which such claim for indemnity is asserted. The notice shall be accompanied by copies of any documents relied on by any claimant and furnished to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expenseparties seeking indemnification. Within 30 days after receipt of such notice, the Indemnitee Indemnity Obligor(s) shall cooperate by written notice either: (i) concede liability in whole as to the amount claimed in such notice; (ii) deny liability in whole as to such amount; (iii) concede liability in part and deny liability in part; or (iv) in the case of claims by third-parties, assume the defense thereof (with all reasonable requests of legal counsel approved by the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the CompanyIndemnity Claimant, which consent approval shall not be unreasonably withheld or delayedwithheld.) If the notice required hereunder is properly given, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained failure by the Company undertake Indemnity Obligor(s) to assume the defense of a third-party claim for which a party is entitled to indemnity under this Agreement shall cause the indemnity obligations of the Indemnity Obligor(s) to extend to whatever outcome results from such third-party claim (this clause otherwise shall not limit the liability of an Indemnitee with respect to Indemnity Obligor under this Agreement.) Any settlement or compromise of a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim claim shall be indemnified hereunder unless such fees or expenses were incurred at agreed upon by all parties to this Agreement. If the written request Indemnity Claimant declines to accept a bona fide offer of settlement which is recommended by the Indemnity Obligor, the maximum liability of the Company or Indemnity Obligor(s) shall not exceed that amount which it would have been liable for had such insurerssettlement been accepted. Subject If the Indemnity Obligor(s) declines to the requirements accept a bona fide offer of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled settlement recommended by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained hereinIndemnity Claimant, the Company Indemnity Obligor(s) shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemniteeswhatever outcome results from such third-party claim.

Claims Procedure. An Indemnitee shall promptly notify the Company of any Claim as to which indemnification is sought; provided that the . The failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, hereunder except to the extent that the Company is prejudiced by such failure or the Company’s 's indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s 's possession to substantiate such request for payment to the Claim as Company as the Company shall reasonably requestrequests. Subject to the rights of insurers under policies of insurance maintained by the Company's insurers, the Company shall have the rightmay, at its sole cost and expense, to investigateinvestigate any Claim, and the right may in its sole discretion to defend or compromisecompromise any Claim. At Company's expense, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expense, the Indemnitee shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02Claim. Where the Company or the its insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s 's participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such . Such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all IndemniteesIndemnitee with respect to any one Claim.

Claims Procedure. An Indemnitee Indemnified Person shall promptly notify the Company Mortgagor of any Claim as to which indemnification is sought; , provided that the failure of an Indemnified Person to provide such prompt notice shall not release the Company Mortgagor from any of its obligations to indemnify hereunder, except hereunder to the extent that the Company is prejudiced by such failure or does not impair the Company’s indemnification obligations are increased as a result rights of such failure. Such Indemnitee shall promptly submit Mortgagor with respect to the Company all additional information availability or extent of coverage of insurance or otherwise result in such Indemnitee’s possession any material adverse consequences to substantiate such request for payment to the Company as the Company shall reasonably requestMortgagor. Subject to the rights of insurers under policies of insurance maintained by the CompanyMortgagor, the Company Mortgagor shall have the right, at its sole cost and expense, right to investigate, and the right in its sole discretion to defend or compromise, employing counsel reasonably acceptable to such Indemnified Person (except as may otherwise be required by any applicable policy of insurance), any Claim for which indemnification is sought under this Section 4.028.1; provided that, andMortgagor shall not be entitled to defend or compromise any such Claim if an Event of Default shall have occurred and be continuing or if such proceedings involve a material risk of the sale, at forfeiture, or loss of, or the Company’s expensecreation of any Lien (other than a Permitted Lien) on, the Indemnitee Aircraft or other Collateral, unless Mortgagor shall have posted a bond or other security satisfactory to the relevant Indemnified Persons with respect to such risk. The Indemnified Person shall cooperate with all reasonable requests of the Company Mortgagor in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02foregoing. Where the Company Mortgagor or the insurers under a policy of insurance maintained by the Company Mortgagor undertake the defense of an Indemnitee Indemnified Person with respect to a Claim, no additional legal fees or expenses of such Indemnitee Indemnified Person in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company Mortgagor or such insurers; provided, however, that if (i) in the written opinion of counsel to such Indemnified Person an actual or potential material conflict of interest exists where it is advisable for such Indemnified Person to be represented by separate counsel or (ii) such Indemnified Person has been indicted or otherwise charged in a criminal complaint and such Indemnified Person informs Mortgagor that such Indemnified Person desires to be represented by separate counsel, the reasonable fees and expenses of any such separate counsel shall be borne by Mortgagor. Subject to the requirements of any policy of insuranceinsurance applicable to a Claim, an Indemnitee Indemnified Person may participate at its own cost and expense in any judicial proceeding controlled by the Company Mortgagor or its insurers pursuant to the preceding provisions; , provided that such party’s 's participation does not, in the opinion of the independent counsel appointed by the Company Mortgagor or its insurers to conduct such proceedings, unduly interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.028.1. Notwithstanding anything Nothing contained in this Section 8.1(f) shall be deemed to require an Indemnified Person to contest any Claim or to assume responsibility for or control of any judicial proceeding with respect thereto. Payments required to be made pursuant to this Section 8.1 to each Indemnified Person shall be made directly to such Indemnified Person in immediately available funds within 30 days after written demand upon Mortgagor by such Indemnified Person. To the extent permitted by applicable Law, interest at the highest rate that may, under any circumstance (whether or not such circumstance has or could actually occur), be applicable to the contrary contained hereinSecurities thereunder or under the terms of the Indenture shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 8.1 until the Company same shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemniteespaid.

Claims Procedure. An Indemnitee shall Indemnified Person shall, after obtaining knowledge thereof, promptly notify the Company TRMI of any Claim as to which indemnification is sought; provided provided, however, that the failure to provide give such prompt notice shall not release the Company TRMI from any of its obligations to indemnify hereunderunder this Section 7.4, except (but only if TRMI shall not have actual knowledge of such Claim) to the extent that failure to give notice of any action, suit or proceeding against such Indemnified Person shall have a material adverse effect on TRMI's ability to defend such Claim or recover proceeds under any insurance policies maintained by TRMI or to the Company is prejudiced by such failure or the Company’s extent TRMI's indemnification obligations are increased as a result of such failure. Such Indemnitee shall TRMI shall, after obtaining knowledge thereof, promptly submit to the Company all additional information in notify each Indemnified Person of any indemnified Claim affecting such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably requestIndemnified Person. Subject to the rights provisions of insurers under policies of insurance maintained by the Companyfollowing paragraph, the Company TRMI shall have the right, at its sole cost and expense, expense be entitled to investigatecontrol, and shall assume full responsibility for, the right in its sole discretion defense of such claim or liability; provided that TRMI shall confirm to defend such Indemnified Person TRMI's obligations to indemnify hereunder for such Claim, shall keep the Indemnified Person which is the subject of such proceeding fully apprised of the status of such proceeding and shall provide such Indemnified Person with all information with respect to such proceeding as such Indemnified Person shall reasonably request. To the extent that a Claim is made against TRMI pursuant to this Section 7.4 at a time when an identical claim for indemnification arising from substantially similar facts and circumstances is being asserted against Lessee, TILC and/or Trinity pursuant to this Section 7 or compromiseSection 4 of the Trinity Guaranty, any if TRMI is entitled to control the defense of such Participation Agreement (TRLI 2001-1A) 84 Claim for which pursuant to this Section 7.4 and at the same time Lessee, TILC and/or Trinity, as the case may be, is entitled to control the defense of such claim or liability pursuant to this Section 7 or Section 4 of the Trinity Guaranty, TRMI's indemnification is sought obligations under this Section 4.027.4 shall not be reduced as a result of the inability of TRMI to control the defense of such Claim where such inability to control the defense of such Claim is caused by the exercise by Lessee, andTILC and/or Trinity, as applicable, of such Person's right to control the defense of such indemnified claim as provided by this Section 7 or Section 4 of the Trinity Guaranty. Notwithstanding any of the foregoing to the contrary, TRMI shall not be entitled to control and assume responsibility for the defense of any Claim if (1) a Lease Event of Default shall have occurred and be continuing, (2) such proceeding will involve any material danger of the sale, forfeiture or loss of, or the creation of any Lien (other than any Lien permitted under the Operative Agreements or a Lien which is adequately bonded to the satisfaction of such Indemnified Person) on, any Unit or Pledged Unit, (3) in the good faith opinion of such Indemnified Person, there exists an actual or potential conflict of interest such that it is advisable for such Indemnified Person to retain control of such proceeding, (4) such Claim involves the possibility of criminal sanctions or liability to such Indemnified Person or (5) an Equity Insufficiency Circumstance shall exist. In the circumstances described in clauses (1) - (5), the Indemnified Person shall be entitled to control and assume responsibility for the defense of such claim or liability at the expense of TRMI. In addition, any Indemnified Person may participate in any proceeding controlled by TRMI pursuant to this Section 7.4, but only to the extent that such Person's participation does not in the reasonable opinion of counsel to TRMI materially interfere with such control, at the Company’s its own expense, in respect of any such proceeding as to which TRMI shall have acknowledged in writing its obligation to indemnify the Indemnitee shall cooperate with all reasonable requests Indemnified Person pursuant to this Section 7.4, and at the expense of the Company TRMI in connection therewith. Such Indemnitee respect of any such proceeding as to which TRMI shall not have so acknowledged its obligation to the Indemnified Person pursuant to this Section 7.4. TRMI may in any event participate in all such proceedings at its own cost. Nothing contained in this Section 7.4(c) shall be deemed to require an Indemnified Person to contest any Claim or to assume responsibility for or control of any judicial proceeding with respect thereto. No Indemnified Person shall enter into a any settlement or other compromise with respect to any Claim without the prior written consent of TRMI unless the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee Indemnified Person waives its right rights to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemniteeshereunder.

Claims Procedure. An Each Indemnitee shall promptly after such Indemnitee shall have actual knowledge thereof notify the Company EME in writing of any Claim as to which indemnification is sought; provided PROVIDED, that the failure so to provide such prompt notice notify EME shall not release the Company from reduce or affect EME's liability which it may have to such Indemnitee under this SECTION 12.1. Any amount payable to any of its obligations Indemnitee pursuant to indemnify hereunder, except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result this SECTION 12.1 shall be paid within fifteen (15) days after receipt of such failure. Such Indemnitee shall promptly submit to the Company all additional information in written demand therefor from such Indemnitee’s possession , accompanied by a certificate of such Indemnitee stating in reasonable detail the basis for the indemnification thereby sought and (if such Indemnitee is not a party hereto) an agreement to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained be bound by the Companyterms hereof as if such Indemnitee were such a party. The foregoing shall not, however, constitute an obligation to disclose confidential information of any kind without the Company execution of an appropriate confidentiality agreement. Promptly after EME receives notification of such Claim accompanied by a written statement describing in reasonable detail the Claims which are the subject of and basis for such indemnity and the computation of the amount so payable, EME shall notify such Indemnitee in writing whether it intends to pay, object to, compromise or defend any matter involving the asserted liability of such Indemnitee. EME shall have the rightright to investigate and so long as no Material Lease Default or Lease Event of Default shall have occurred and be continuing, at its sole cost and expense, to investigate, and EME shall have the right in its sole discretion discretion, to defend or compromise, compromise any Claim for which indemnification is sought under this Section 4.02this SECTION 12.1 which EME acknowledges in writing to the applicable Indemnitee is subject to indemnification hereunder; PROVIDED that no such defense or compromise shall involve any danger of (i) foreclosure, andsale, at forfeiture or loss of, or imposition of a Lien on any part of the Company’s expenseUndivided Interest, the Ground Interest, the Trust Estate or the Indenture Estate or the impairment of the Facility in any material respect or (ii) any criminal liability being incurred or any material adverse effect on such Indemnitee, PROVIDED, FURTHER, that no Claim shall be compromised by EME on a basis that admits any criminal violation or gross negligence or willful misconduct on the part of such Indemnitee without the express written consent of such Indemnitee; and PROVIDED, FURTHER, that to the extent that other Claims unrelated to the transactions contemplated by the Operative Documents are part of the same proceeding involving such Claim, EME may assume responsibility for the contest or compromise of such Claim only if the same may be and is severed from such other Claims (and each Indemnitee agrees to use reasonable efforts to obtain such a severance). If EME elects, subject to the foregoing, to compromise or defend any such asserted liability, it may do so at its own expense and by counsel selected by it and reasonably satisfactory to such Indemnitee. Upon EME's election to compromise or defend such asserted liability and prompt notification to such Indemnitee of its intent to do so, such Indemnitee shall cooperate at EME's expense with all reasonable requests of the Company EME in connection therewith. Such therewith and will provide EME with all information not within the control of EME as is reasonably available to such Indemnitee which EME may reasonably request; PROVIDED, HOWEVER, that such Indemnitee shall not enter into a settlement not, unless otherwise required by Requirement of Law, be obligated to disclose to EME or any other compromise with respect Person, or permit EME or any other Person to examine (i) any Claim without the prior written consent income tax returns of the CompanyOwner Participant or (ii) any confidential information or pricing information not generally accessible by the public possessed by the Owner Participant (and, which consent in the event that any such information is made available, EME shall not be unreasonably withheld or delayed, unless treat such information as confidential and shall take all actions reasonably requested by such Indemnitee waives its right for purposes of obtaining a stipulation from all parties to be indemnified with respect to the related proceeding providing for the confidential treatment of such Claim under this Section 4.02information from all such parties). Where the Company EME, or the insurers under a policy of insurance maintained by the Company EME, undertake the defense of an such Indemnitee with respect to a ClaimClaim (with counsel reasonably satisfactory to each such Person such Indemnitee and without reservation of rights against such Indemnitee), no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company EME or such insurers. Subject to Notwithstanding the requirements of any policy of insuranceforegoing, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company EME pursuant to the preceding provisions; provided , but only to the extent that such party’s 's participation does not, not in the reasonable opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, EME interfere with such control; and PROVIDED, HOWEVER, that such party's participation shall does not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything SECTION 12.1; PROVIDED, FURTHER, that if and to the contrary contained hereinextent that (i) such Indemnitee is advised by counsel that an actual or potential conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel or (ii) there is a risk that such Indemnitee may be indicted or otherwise charged in a criminal complaint and such Indemnitee informs EME that such Indemnitee desires to be represented by separate counsel, such Indemnitee shall have the Company shall not under any circumstances be liable for right to control its own defense of such Claim and the reasonable fees and expenses of more than one counsel such defense (including, without limitation, the reasonable fees and expenses of such separate counsel) shall be borne by EME. So long as no Lease Event of Default shall have occurred and be continuing, no Indemnitee shall enter into any settlement or other compromise with respect to any Claim without the prior written consent of EME unless (i) the Indemnitee waives its rights to indemnification hereunder or (ii) EME has not acknowledged its indemnity obligation with respect thereto and there is a significant risk that a default judgment will be entered against such Indemnitee. Nothing contained in this SECTION 12.1(e) shall be deemed to require an Indemnitee to contest any Claim or to assume responsibility for all Indemniteesor control of any judicial proceeding with respect thereto.

Claims Procedure. (a) An Indemnitee Indemnified Party shall promptly notify give written notice (the Company “Claim Notice”) to the Responsible Party after becoming aware of any Damages for which the Indemnified Party intends to seek indemnification. The Claim Notice shall describe the Damages in reasonable detail, and shall indicate the amount (estimated, if necessary) of the Damages that has been or may be suffered by the Indemnified Party. Except as to which indemnification is sought; provided that in Section 9.3, the failure to provide such prompt notice a Claim Notice will not relieve the Responsible Party of any Liability that it may have to any Indemnified Party. Within fifteen (15) days after receipt of a Claim Notice, the Responsible Party shall not release the Company from any of its obligations to indemnify hereunder, except deliver to the extent Indemnified Party a written response in which the Responsible Party will either: (i) agree that the Company Responsible Party is prejudiced entitled to receive all of the Damages at issue in the Claim Notice; or (ii) dispute the Indemnified Party’s entitlement to indemnification by such failure or the Company’s indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit delivering to the Company Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such disputed item and certifying that all additional information such disputed items are being disputed in such Indemnitee’s possession to substantiate such request for payment good faith. If the Responsible Party delivers an Objection Notice to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Company, the Company shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expense, the Indemnitee shall cooperate with all reasonable requests Indemnified Party within fifteen (15) days after delivery of the Company in connection therewithClaim Notice, then the dispute may be resolved by any legally available means consistent with the provisions of Section 11.3. Such If any Parent Indemnitee shall not enter into a settlement or other compromise is the Indemnified Party with respect to any claim for indemnification pursuant to this Article IX, the parties will contemporaneously deliver to the Escrow Agent copies of each Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee Notice and Objection Notice in connection with such claim. The Stakeholder Representative and Parent shall promptly execute joint written instructions to distribute an amount from the defense Escrow Account to a Parent Indemnitee equal to the amount of the Damages to which it is entitled if no Objection Notice has been filed as provided herein, and shall direct that all distributions to a Parent Indemnitee from the Escrow Account shall be withdrawn from the Subaccounts on a Pro Rata Share basis except as otherwise provided in Section 9.6(a). (b) If no such agreement can be reached after good-faith negotiation and after thirty (30) days after delivery of an Objection Notice, either Parent or the Stakeholder Representative on behalf of the Holders may bring an action against the other to resolve the dispute. To the extent that an Indemnified Party is permitted under this Article IX to seek recovery directly against one or more Holders, then each such Holder will promptly, and in no event later than five (5) Business Days after the final resolution of any dispute in accordance with this Article IX, wire transfer to Parent immediately available funds equal to its Pro Rata Share of the amount of Losses determined in accordance with this Article IX. If the amount of the Damages so determined is an estimate, then the Stakeholder Representative or the applicable Holder will be required to make such payment within five (5) Business Days of the date that the amount of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all IndemniteesDamages is finally determined.

Claims Procedure. An Indemnitee shall Indemnified Person shall, after obtaining knowledge thereof, promptly notify the Company Lessee of any Claim as to which indemnification is sought; provided provided, however, that the failure to provide give such prompt notice shall not release the Company Lessee from any of its obligations to indemnify hereunderunder this Section 7.2, except (but only if neither the Lessee nor TILC shall have actual knowledge of such Claim) to the extent that failure to give notice of any action, suit or proceeding against such Indemnified Person shall have a material adverse effect on Lessee's ability to defend such Claim or recover proceeds under any insurance policies maintained by the Company is prejudiced by such failure Lessee or to the Company’s extent Lessee's indemnification obligations are increased as a demonstrable result of such failure. Such Indemnitee shall The Lessee shall, after obtaining knowledge thereof, promptly submit to the Company all additional information in notify each Indemnified Person of any indemnified Claim affecting such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably requestIndemnified Person. Subject to the rights provisions of insurers under policies of insurance maintained by the Companyfollowing paragraph, the Company Lessee shall have the right, at its sole cost and expense, expense be entitled to investigatecontrol, and shall assume full responsibility for, the right in its sole discretion defense of such claim or liability; provided that the Lessee shall confirm to defend such Indemnified Person Lessee's obligations to indemnify hereunder for such Claim, shall keep the Indemnified Person which is the subject of such proceeding fully apprised of the status of such proceeding and shall provide such Indemnified Person with all information with respect to such proceeding as such Indemnified Person shall reasonably request. To the extent that a Claim is made against Lessee pursuant to this Section 7.2 at a time when an identical claim for indemnification arising from substantially similar facts and circumstances is being asserted against TILC or compromiseTRLTII pursuant to this Section 7, any if Lessee is entitled to control the defense of such Claim for which pursuant to this Section 7.2 and at the same time TILC or TRLTII, as the case may be, is entitled to control the defense of such claim or liability pursuant to this Section 7, Lessee's indemnification is sought obligations under this Section 4.027.2 shall not be reduced as a result of the inability of Lessee to control the defense of such Claim where such inability to control the defense of such Claim is caused by the exercise by TILC or TRLTII, andas applicable, of such Person's right to control the defense of such indemnified claim as provided by this Section 7. Notwithstanding any of the foregoing to the contrary, the Lessee shall not be entitled to control and assume responsibility for the defense of any Claim if (1) a Lease Default shall have occurred and be continuing, (2) such proceeding will involve any material danger of the sale, forfeiture or loss of, or the creation of any Lien (other than any Lien permitted under the Operative Agreements or a Lien that is adequately bonded to the satisfaction of such Indemnified Person) on, any Unit, Pledged Unit, Sublease, Pledged Equipment Lease or Applicable Sublease Payment or Applicable Railcar Payment (each as defined in the Management Agreement), (3) in 72 the good faith opinion of such Indemnified Person, there exists an actual or potential conflict of interest such that it is advisable for such Indemnified Person to retain control of such proceeding, (4) such Claim involves the possibility of criminal sanctions or liability to such Indemnified Person, (5) an Equity Insufficiency Circumstance shall exist or (6) such proceeding involves Claims not fully indemnified by the Lessee. In the circumstances described in clauses (1) - (6), the Indemnified Person shall be entitled to control and assume responsibility for the defense of such claim or liability at the expense of the Lessee. In addition, any Indemnified Person may participate in any reasonable manner that is not likely to materially interfere with such control in any proceeding controlled by the Lessee pursuant to this Section 7.2, at the Company’s its own expense, in respect of any such proceeding as to which the Indemnitee Lessee shall cooperate with all reasonable requests have acknowledged in writing its obligation to indemnify the Indemnified Person pursuant to this Section 7.2, and at the expense of the Company Lessee in connection therewith. Such Indemnitee respect of any such proceeding as to which the Lessee shall not have so acknowledged its obligation to the Indemnified Person pursuant to this Section 7.2. The Lessee may in any event participate in all such proceedings at its own cost; provided that if Lessee is not entitled to control the defense of such Claim in accordance with this Section 7.2(f), any participation of the Lessee in such proceeding shall be in a reasonable manner that is not likely to materially interfere with the control of the Indemnified Person in such proceeding. Nothing contained in this Section 7.2(f) shall be deemed to require an Indemnified Person to contest any Claim or to assume responsibility for or control of any judicial proceeding with respect thereto. No Indemnified Person shall enter into a any settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, Lessee unless such Indemnitee the Indemnified Person waives its right rights to indemnification hereunder; provided that an Indemnified Person shall be indemnified permitted to enter into such a settlement or compromise without the consent of the Lessee and without waiving its indemnification rights hereunder if (x) such Indemnified Person has given the Lessee reasonable prior notice of its intention to settle or compromise such Claim (the reasonableness of its prior notice to take into account, among other items, any applicable deadlines in any proceedings relating to such Claim), (y) the Lessee has not acknowledged its indemnity obligations with respect to such Claim and (z) there is a significant risk that an adverse judgment will be entered into against such Indemnified Person with respect to such Claim. In the event that in the course of the investigation or defense of a Claim, the Lessee shall in good faith reasonably determine that it is not liable for indemnification with respect thereto under this Section 7.2, it may give notice to the applicable Indemnified Person of such fact; and, in such case, any acknowledgment theretofore made by the Lessee of liability with respect to such Claim under this Section 4.02. Where 7.2 shall be deemed revoked and the Company or Lessee may thereupon cease to defend such Claim; provided that (i) the insurers under a policy Lessee shall have given the Indemnified Person reasonable prior notice of insurance maintained by its intention to renounce such acknowledgment, (ii) the Company undertake Lessee's conduct regarding the defense of an Indemnitee with respect such Claim or any decision to a Claimwithdraw from such defense shall not prejudice or have prejudiced the Indemnified Person's ability to contest such Claim (taking into account, no additional legal fees among other things, the timing of the Lessee's withdrawal and the theory or expenses theories upon which Lessee shall have based its defense), and (iii) the Lessee shall have given such Indemnified Person all materials, documents and records relating to its defense of such Indemnitee Claim as such Indemnified Person shall have reasonably requested in connection with the assumption by such Indemnified Person of the defense of such Claim at the cost and expense of the Lessee. In the event that the Lessee shall cease to defend any Claim pursuant to the preceding sentence, the Lessee shall indemnify each Indemnified Person, without regard to any exclusion that might otherwise apply hereunder, to the extent that the actions of the Lessee in defending such Claim or the manner or time of the Lessee's election to withdraw from the defense of such Claim shall be indemnified hereunder unless have caused such fees Indemnified Person to incur any loss, cost, liability, expense or expenses were other Claim that such Indemnified Person would not have incurred at had the written request of the Company Lessee not ceased to defend such Claim in such manner or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemniteestime.

Claims Procedure. An Indemnitee shall promptly notify the Company Promptly after Notice to an indemnified party of any Claim as Material Adverse Effect or the commencement of any Proceeding by a third party involving any loss, liability, obligation, damage or expense referred to in Section 8.1 or 8.2, such indemnified party shall, if a Material Adverse Effect for indemnification in respect thereof is to be made against an indemnifying party, give written Notice to the latter of the commencement of such Material Adverse Effect or Proceeding, setting forth in reasonable detail the nature thereof and the basis upon which such party seeks indemnification is soughthereunder; provided that the failure of any indemnified party to provide give such prompt notice Notice shall not release relieve the Company from any indemnifying party of its obligations to indemnify hereunderunder such Section, except to the extent that the Company indemnifying party is actually prejudiced by the failure to give such failure Notice. In case any such Proceeding is brought against an indemnified party, and provided that proper Notice is duly given, the indemnifying party shall assume and control the defense thereof insofar as such Proceeding involves any loss, liability, obligation, damage or the Company’s expense in respect of which indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained may be sought hereunder, with counsel selected by the Companyindemnifying party (and reasonably satisfactory to such indemnified party), and, after Notice from the indemnifying party to such indemnified party of its assumption of the defense thereof, the Company indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof (but the indemnified party shall have the right, but not the obligation, to participate at its sole own cost and expense, to investigate, and expense in such defense by counsel of its own choice) or for any amounts paid or foregone by the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expense, the Indemnitee shall cooperate with all reasonable requests indemnified party as a result of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim thereof (without the prior written consent of the Companyindemnifying party), except that, if both the indemnifying party and the indemnified party are named as parties or subject to such Proceeding and either such party reasonably determines with advice of counsel that a material conflict of interest between such parties may exist in respect of such Proceeding, the indemnifying party may decline to assume the defense on behalf of the indemnified party or the indemnified party may retain the defense on its own behalf, and, in either such case, after Notice to such effect is duly given hereunder to the other party, the indemnifying party shall be relieved of its obligation to assume the defense on behalf of the indemnified party, but shall be required to pay any legal or other expenses, including without limitation reasonable attorneys' fees and disbursements incurred by the indemnified party in such defense; provided, however, that the indemnifying party shall not be liable for such expenses on account of more than one separate firm of attorneys (and, if necessary, local counsel) at any time representing such indemnified party in connection with any Proceeding or separate Proceedings in the same jurisdiction arising out of or based upon substantially the same allegations or circumstances. If the indemnifying party shall assume the defense of any such Proceeding, the indemnified party shall cooperate fully with the indemnifying party and shall appear and give testimony, produce documents and other tangible evidence, allow the indemnifying party access to the books and records of the indemnified party and otherwise assist the indemnifying party in conducting such defense. No indemnifying party shall, without the consent of the indemnified party, which consent shall not be unreasonably withheld withheld, consent to entry of any judgment or delayedenter into any settlement or compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such Material Adverse Effect or Proceeding. Provided that proper Notice is duly given, unless if the indemnifying party shall fail promptly and diligently to assume the defense thereof, if and in the manner required hereunder, the indemnified party may respond to, contest and defend against such Indemnitee waives its Proceeding (but the indemnifying party shall have the right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own cost and expense in such defense by counsel of its own choice) and may make in good faith any judicial proceeding controlled compromise or settlement with respect thereto, and recover the entire cost and expense thereof, including, without limitation, reasonable attorneys' fees and disbursements and all amounts paid or foregone as a result of such Proceeding, or the settlement or compromise thereof, from the indemnifying party. Any indemnification required to be made hereunder shall be made by periodic payments of the Company pursuant amount thereof during the course of the investigation or defense, as and when bills or invoices are received or loss, liability, obligation, damage or expense is actually suffered or incurred. This Section 8.3 is subject to the preceding provisions; provided that such party’s participation does not, provisions of Section 8.5 in the opinion respect of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable Claim for the fees and expenses of more than one counsel for all IndemniteesTax.

Claims Procedure. An Indemnitee shall promptly notify the Company of any Claim as to which indemnification is sought; provided that the . The failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, hereunder except to the extent that the Company is prejudiced by such failure or the Company’s 's indemnification obligations are increased as a result of such failurefailure (in which event Company shall not be responsible for such additional indemnification obligations). Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s 's possession to substantiate such request for payment to the Claim as Company as the Company shall reasonably requestrequests. Subject to the rights of insurers under policies of insurance maintained by the Company's insurers, the Company shall have the rightmay, at its sole cost and expense, to investigateinvestigate any Claim, and the right may in its sole discretion to defend or compromisecompromise any Claim. At Company's expense, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expense, the Indemnitee shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02Claim. Where the Company or the its insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s 's participation does not, in the opinion of the outside counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such . Such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all IndemniteesIndemnitees with respect to any one Claim. Notwithstanding anything to the contrary contained herein, an Indemnitee shall not under any circumstances be required or deemed to be required to contest any Claim or to assume responsibility for or control of any judicial proceeding with respect thereto. Company will provide the relevant Indemnitee with such information not within the control of such Indemnitee, as is in Company's control or is reasonably available to Company, which such Indemnitee may reasonably request and will otherwise cooperate with such Indemnitee so as to enable such Indemnitee to fulfill its obligations under this Section.

Claims Procedure. An Indemnitee shall promptly notify In the Company case of any Claim as Losses asserted by an Indemnified Party under this Article XXI, such Indemnified Party shall give prompt notice thereof to which indemnification is soughtthe Indemnifying Party and in any event within no less than 60 days after the Indemnified Party receives notice of such assertion; provided that the failure to provide such prompt notice so notify the Indemnifying Party shall not release reduce the Company from any of its Indemnifying Party’s obligations to indemnify hereunder, any Indemnified Party hereunder except to the extent that the Company is prejudiced by such failure adversely affects the Indemnifying Party’s rights, or the Companymaterially compromises such Indemnifying Party’s indemnification obligations are increased as a result of ability, to defend such failureLosses or results in additional liability on such Indemnifying Party’s part. Such Indemnitee The Indemnifying Party shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Company, the Company shall have the rightbe entitled, at its sole cost and expense, acting through counsel selected by it (and reasonably satisfactory to investigatesuch Indemnified Party), to participate in or to assume and control (if it promptly so elects upon notice of the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expenseLosses), the Indemnitee shall cooperate with all reasonable requests negotiation, litigation and/or settlement of the Company in connection therewithany such Losses. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent Indemnified Party may (but shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may obligated to) participate at its own expense and with its own counsel in any judicial proceeding controlled conducted by the Company pursuant to Indemnifying Party in accordance with the preceding provisions; provided that such party’s participation does notforegoing, in which case the opinion Indemnifying Party shall keep such Indemnified Party and its counsel fully informed of all proceedings and filings. Notwithstanding the counsel appointed by foregoing, but subject to Article XI and the Company or its insurers right of Lessee to conduct such proceedingspursue Tax Challenges and Permitted Lessee Contests and the right of Lessor to pursue Permitted Lessor Contests, interfere with such control; and such participation the Indemnifying Party shall not constitute be entitled to assume and control the defense of any Losses if (a) Lessee is the Indemnifying Party, a waiver Level I Lessee Default has occurred and is continuing, or, if Lessor is the Indemnifying Party, a Level 1 Lessor Default has occurred and is continuing, (b) the proceeding involves possible imposition of any criminal liability or penalty or unindemnified civil penalty on the indemnification provided in Indemnified Party, or (c) the proceeding involves the granting of injunctive relief against the Indemnified Party not related to this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all IndemniteesLease.

Claims Procedure. An Indemnitee shall promptly notify the Company Owner of any Claim as to which indemnification is sought; provided that the failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit to the Company Owner all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company Claim as the Company shall Owner reasonably requestrequests. Subject to the rights of insurers under policies of insurance maintained by the CompanyOwner’s insurers, the Company shall have the rightOwner may, at its sole cost and expense, to investigateinvestigate any Claim, and the right may in its sole discretion to defend or compromisecompromise any Claim. Owner shall be entitled, at its sole cost and expense, acting through counsel acceptable to the respective Indemnitee, (A) so long as Owner has agreed in a writing acceptable to such Indemnitee that Owner is liable to such Indemnitee for such Claim hereunder (unless such Claim is covered by Section 6.11(d)), in any judicial or administrative proceeding that involves solely a claim for one or more Claims, to assume responsibility for and control thereof, (B) so long as Owner has agreed in a writing acceptable to such Indemnitee that Owner is liable to such Indemnitee for such Claim hereunder (unless such Claim is covered by Section 6.11(d)), in any judicial or administrative proceeding involving a claim for which indemnification one or more Claims and other claims related or unrelated to the transactions contemplated by the Loan Documents, to assume responsibility for and control of such claim for Claims to the extent that the same may be and is sought severed from such other claims (and such Indemnitee shall use reasonable efforts to obtain such severance), and (C) in any other case, to be consulted by such Indemnitee with respect to judicial proceedings subject to the control of such Indemnitee. Notwithstanding any of the foregoing to the contrary, the Owner shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings (i) while an Event of Default exists, (ii) if such proceeding will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Lien permitted under this Section 4.02Mortgage and the Credit Agreement) on any Aircraft, Airframe, Engine, other Collateral or any part thereof, or (iii) if such proceeding could in the good faith opinion of such Indemnitee entail any material risk of criminal liability or present a conflict of interest making separate representation necessary, and, in any such proceeding, the Owner shall be liable for the cost of such proceeding and (subject to the provisions of Section 6.11(d)) any Claim resulting therefrom. The affected Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Owner pursuant to the Companypreceding provisions. At the Owner’s expense, the any Indemnitee shall cooperate with all reasonable requests of the Company Owner in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the CompanyOwner, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02Claim. Where the Company Owner or the its insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company Owner or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company Owner pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion Opinion of the counsel Counsel appointed by the Company Owner or its insurers to conduct such proceedings, interfere with such control; and such . Such participation shall not constitute a waiver of the indemnification provided in this Section 4.026.11. Notwithstanding anything to the contrary contained herein, the Company Owner shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemnitees with respect to any one Claim unless a conflict of interest shall exist among such Indemnitees.

Claims Procedure. An Indemnitee shall promptly notify the Company (a) If an Indemnified Party determines in good faith that such Indemnified Party has a bona fide claim for indemnification pursuant to this Article 6, then Buyer (on behalf of any Buyer Indemnified Party) may deliver to Sellers’ Representative, or Sellers’ Representative (on behalf of all Seller Indemnified Parties) may deliver to Buyer, a certificate signed by any officer of Buyer or by any officer of Sellers’ Representative, as the case may be (a “Claim as Certificate”): (i) stating that an Indemnified Party has a claim for indemnification pursuant to which indemnification is sought; provided that the failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, except this Article 6; (ii) to the extent that possible, containing a good faith non-binding, preliminary estimate of the Company amount to which such Indemnified Party claims to be entitled to receive, which shall be the amount of Damages such Indemnified Party claims to have so incurred or suffered or could reasonably be expected to incur or suffer (subject to any applicable adjustments pursuant to Section 6.03(c)); and (iii) specifying in reasonable detail (based upon the information then possessed by Buyer or Sellers’ Representative, as the case may be) the material facts known to the Indemnified Party giving rise to such claim. Subject to this Article 6, no delay in providing such Claim Certificate shall affect an Indemnified Party’s rights hereunder, unless (and then only to the extent that) the Indemnifying Party is materially prejudiced thereby. (b) If Sellers’ Representative or Buyer, as the case may be, in good faith objects to any claim made in any Claim Certificate, then such party shall deliver a written notice (a “Claim Dispute Notice”) to the other parties during the 30 calendar day period commencing upon receipt by such failure Sellers’ Representative or Buyer, as the Company’s indemnification obligations are increased as a result case may be, of the Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made in the relevant Claim Certificate. If no Claim Dispute Notice is delivered prior to the expiration of such failure. Such Indemnitee 30 calendar day period, then (i) each claim for indemnification set forth in such Claim Certificate shall promptly submit be deemed to have been conclusively determined in the relevant Indemnified Party’s favor for purposes of this Article 6 on the terms set forth in the Claim Certificate and (ii) as applicable, if such Claim Certificate was delivered by Buyer, then Buyer may offset the then-current Holdback Funds by an amount equal to the Company all additional information amount of such claim in such Indemnitee’s possession accordance with this Section 6.04, or as otherwise required pursuant to substantiate such request for this Article 6, the Indemnifying Party shall make payment to the Company Indemnified Party. (c) Following delivery of a Claim Dispute Notice, Buyer and Sellers’ Representative shall then attempt in good faith to resolve any such objections raised in such Claim Dispute Notice. If Buyer and Sellers’ Representative agree to a resolution of such objection, then (i) a memorandum setting forth the matters conclusively determined by Buyer and Sellers’ Representative shall be prepared and signed by both parties and (ii) as applicable, if such memorandum calls for a payment to a Buyer Indemnified Party, Buyer may offset the Company shall reasonably request. Subject then-current Holdback Funds by an amount equal to the rights amount of insurers under policies such claim in accordance with such memorandum, or as otherwise required pursuant to this Article 6, the Indemnifying Party shall make payment to the Indemnified Party. (d) If no such resolution can be reached during the 45 calendar day period following receipt of insurance maintained a given Claim Dispute Notice, then upon the expiration of such 45 calendar day period, either Buyer or Sellers’ Representative may bring suit to resolve the objection in accordance with Sections 7.06 and 7.07. The decision of the trial court as to the validity and amount of any claim in such Claim Certificate shall be nonappealable, binding and conclusive upon Buyer and Holdback Participants. As applicable, if such decision calls for a payment to a Buyer Indemnified Party, Buyer may offset the then-current Holdback Funds by an amount equal to the amount of such claim in accordance therewith, or as otherwise required pursuant to this Article 6, the Indemnifying Party shall make payment to the Indemnified Party. Judgment upon any award rendered by the Company, the Company shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expense, the Indemnitee shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not trial court may be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense entered in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemniteescourt having jurisdiction.

Claims Procedure. An Indemnitee shall promptly notify (a) Promptly after receipt by any indemnified Person of notice of the Company commencement or assertion of any Claim as or Proceeding by a third party or circumstances which, with the lapse of time, such indemnified Person believes is likely to which indemnification is sought; give rise to a Claim or Proceeding by a third party or of facts causing any indemnified Person to believe it has a Claim for breach hereunder (an “Asserted Liability”), such indemnified Person shall give prompt written notice thereof (the “Claims Notice”) to the relevant indemnifying Person, provided that in any event, such indemnified Person shall give the Claims Notice to the indemnifying Person no later than 30 days after becoming aware of such Asserted Liability. So long as the Claims Notice is given within the applicable survival period set forth in Section 6.1, the failure to provide such prompt notice so notify the indemnifying Person shall not release relieve the Company from any indemnifying Person of its obligations to indemnify or liability hereunder, except to the extent that the Company is prejudiced by such failure shall have actually prejudiced the indemnifying Person. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered. The indemnified Person and the Company’s indemnification obligations are increased indemnifying Person agree to keep each other reasonably appraised of any additional information concerning any Asserted Liability. (b) As to an Asserted Liability arising from a third-party action, the indemnifying Person shall be, subject to the limitations set forth in this Section 6.5, entitled to assume control of and appoint lead counsel for such defense only for so long as a result it conducts such defense with reasonable diligence. The indemnifying Person shall keep the indemnified Persons advised of the status of such failure. Such Indemnitee third-party action and the defense thereof on a reasonably current basis and shall promptly submit to consider in good faith the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained recommendations made by the Companyindemnified Persons with respect thereto. If the indemnifying Person assumes the control of the defense of any third-party action in accordance with the provisions of this Section 6.5, the Company indemnified Person shall have be entitled to participate in the rightdefense of any such third-party action and to employ, at its sole cost and expense, separate counsel of its choice for such purpose, it being understood, however, that the indemnifying Person shall continue to investigatecontrol such defense; provided that notwithstanding the foregoing, the indemnifying Person shall pay the reasonable costs and expenses of such defense (including reasonable attorneys’ fees and expenses) of the indemnified Persons if (x) the indemnified Person’s outside counsel shall have reasonably concluded and advised in writing (with a copy to the indemnifying Person) that there are defenses available to such indemnified Person that are different from or additional to those available to the indemnifying Person, or (y) the indemnified Person’s outside counsel shall have advised in writing (with a copy to the indemnifying Person) the indemnified Person that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel for the indemnifying Person and the right in its sole discretion to defend or compromiseindemnified Person. Notwithstanding the foregoing, any Claim for which indemnification is sought under this Section 4.02, and, at (i) the Company’s expense, the Indemnitee indemnifying Person shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without obtain the prior written consent of the Companyindemnified Person before entering into any settlement, which consent shall compromise, admission or acknowledgement of the validity of such Asserted Liability if the settlement requires an admission of guilt or wrongdoing on the party of the indemnified Person, subjects the indemnified Person to criminal liability or does not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be unconditionally release the indemnified Person from all liabilities and obligations with respect to such Claim under this Section 4.02. Where the Company Asserted Liability or the insurers under a policy of insurance maintained by settlement imposes injunctive or other equitable relief against, or any continuing obligation or payment requirement on, the Company undertake indemnified Person and (ii) the defense of an Indemnitee with respect indemnified Person shall be entitled to a Claimparticipate, no additional legal fees or expenses of such Indemnitee at its own cost and expense, in connection with the defense of such Claim Asserted Liability and to employ separate counsel of its choice for such purpose. (c) Each Party shall be indemnified hereunder unless such fees cooperate in the defense or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements prosecution of any policy of insuranceAsserted Liability arising from a third-party action and shall furnish or cause to be furnished such records, an Indemnitee may participate at its own expense in information and testimony (subject to any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that applicable confidentiality agreement), and attend such party’s participation does notconferences, in the opinion of the counsel appointed by the Company or its insurers to conduct such discovery proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided hearings, trials or appeals as may be reasonably requested in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemniteesconnection therewith.

Claims Procedure. An Indemnitee In the case of any Losses asserted by an Indemnified Party under this Article XXII, such Indemnified Party shall promptly give prompt written notice thereof to the Indemnifying Party and in any event within no less than thirty (30) days after the Indemnified Party becomes aware of such Loss; provided, that failure to so notify the Company of any Claim as to which indemnification is sought; provided that the failure to provide such prompt notice Indemnifying Party shall not release reduce the Company from any of its Indemnifying Party’s obligations to indemnify hereunder, any Indemnified Party hereunder except to the extent that the Company is prejudiced by such failure adversely affects the Indemnifying Party’s rights, or the Companymaterially compromises such Indemnifying Party’s indemnification obligations are increased as a result of ability, to defend such failureLosses or results in additional liability on such Indemnifying Party’s part. Such Indemnitee The Indemnifying Party shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Company, the Company shall have the rightbe entitled, at its sole cost and expense, acting through counsel selected by it (and reasonably satisfactory to investigatesuch Indemnified Party), to participate in or to assume and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expense, the Indemnitee shall cooperate with all reasonable requests control (if it promptly so elects upon notice of the Company in connection therewithLosses) the negotiation, litigation or settlement of any such Losses. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent Indemnified Party may (but shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may obligated to) participate at its own expense and with its own counsel in any judicial proceeding controlled conducted by the Company pursuant to Indemnifying Party in accordance with the preceding provisions; provided that such party’s participation does notforegoing, in which case the opinion Indemnifying Party shall keep such Indemnified Party and its counsel reasonably informed of all proceedings and filings. Notwithstanding the counsel appointed by foregoing, but subject to Article XI and Tenant’s right to pursue Tax Challenges and Permitted Tenant Contests and Landlord’s right to pursue Permitted Landlord Contests, the Company or its insurers to conduct such proceedings, interfere with such control; and such participation Indemnifying Party shall not constitute be entitled to assume and control the defense of any Losses if (a) Tenant is the Indemnifying Party, a waiver Level I Tenant Default has occurred and is continuing, or, if Landlord is the Indemnifying Party, a ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has occurred and is continuing, (b) the proceeding involves possible imposition of any criminal liability or penalty or unindemnified civil penalty on the indemnification provided in Indemnified Party, or (c) the proceeding involves the granting of injunctive relief against the Indemnified Party not related to this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all IndemniteesLease.

Claims Procedure. An Indemnitee shall Indemnified Person shall, after obtaining knowledge thereof, promptly notify the Company Lessee of any Claim as to which indemnification is sought; provided provided, however, that the failure to provide give such prompt notice shall not release the Company Lessee from any of its obligations to indemnify hereunderunder this Section 7.2, except (but only if neither the Lessee nor TILC shall have actual knowledge of such Claim) to the extent that failure to give notice of any action, suit or proceeding against such Indemnified Person shall have a material adverse effect on Lessee's ability to defend such Claim or recover proceeds under any insurance policies maintained by the Company is prejudiced by such failure Participation Agreement (TRLI 2001-1C) Lessee or to the Company’s extent Lessee's indemnification obligations are increased as a result of such failure. Such Indemnitee shall The Lessee shall, after obtaining knowledge thereof, promptly submit to the Company all additional information in notify each Indemnified Person of any indemnified Claim affecting such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably requestIndemnified Person. Subject to the rights provisions of insurers under policies of insurance maintained by the Companyfollowing paragraph, the Company Lessee shall have the right, at its sole cost and expense, expense be entitled to investigatecontrol, and shall assume full responsibility for, the right in its sole discretion defense of such claim or liability; provided that the Lessee shall confirm to defend such Indemnified Person Lessee's obligations to indemnify hereunder for such Claim, shall keep the Indemnified Person which is the subject of such proceeding fully apprised of the status of such proceeding and shall provide such Indemnified Person with all information with respect to such proceeding as such Indemnified Person shall reasonably request. To the extent that a Claim is made against Lessee pursuant to this Section 7.2 at a time when an identical claim for indemnification arising from substantially similar facts and circumstances is being asserted against TILC, TRMI and/or Trinity pursuant to this Section 7 or compromiseSection 4 of the Trinity Guaranty, any if Lessee is entitled to control the defense of such Claim for which pursuant to this Section 7.2 and at the same time TILC, TRMI and/or Trinity, as the case may be, is entitled to control the defense of such claim or liability pursuant to this Section 7 or Section 4 of the Trinity Guaranty, Lessee's indemnification is sought obligations under this Section 4.027.2 shall not be reduced as a result of the inability of Lessee to control the defense of such Claim where such inability to control the defense of such Claim is caused by the exercise by TILC, andTRMI and/or Trinity, as applicable, of such Person's right to control the defense of such indemnified claim as provided by this Section 7 or Section 4 of the Trinity Guaranty. Notwithstanding any of the foregoing to the contrary, the Lessee shall not be entitled to control and assume responsibility for the defense of any Claim if (1) a Lease Event of Default shall have occurred and be continuing, (2) such proceeding will involve any material danger of the sale, forfeiture or loss of, or the creation of any Lien (other than any Lien permitted under the Operative Agreements or a Lien which is adequately bonded to the satisfaction of such Indemnified Person) on, any Unit or Pledged Unit, (3) in the good faith opinion of such Indemnified Person, there exists an actual or potential conflict of interest such that it is advisable for such Indemnified Person to retain control of such proceeding, (4) such Claim involves the possibility of criminal sanctions or liability to such Indemnified Person or (5) an Equity Insufficiency Circumstance shall exist. In the circumstances described in clauses (1) - (5), the Indemnified Person shall be entitled to control and assume responsibility for the defense of such claim or liability at the expense of the Lessee. In addition, any Indemnified Person may participate in any proceeding controlled by the Lessee pursuant to this Section 7.2, but only to the extent that such Person's participation does not in the reasonable opinion of counsel to the Lessee materially interfere with such control, at the Company’s its own expense, in respect of any such proceeding as to which the Indemnitee Lessee shall cooperate with all reasonable requests have acknowledged in writing its obligation to indemnify the Indemnified Person pursuant to this Section 7.2, and at the expense Participation Agreement (TRLI 2001-1C) 80 of the Company Lessee in connection therewith. Such Indemnitee respect of any such proceeding as to which the Lessee shall not have so acknowledged its obligation to the Indemnified Person pursuant to this Section 7.2. The Lessee may in any event participate in all such proceedings at its own cost. Nothing contained in this Section 7.2(f) shall be deemed to require an Indemnified Person to contest any Claim or to assume responsibility for or control of any judicial proceeding with respect thereto. No Indemnified Person shall enter into a any settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, Lessee unless such Indemnitee the Indemnified Person waives its right rights to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemniteeshereunder.

Claims Procedure. An Indemnitee Each Party shall promptly notify give the Company other prompt notice of any Claim as Claims with respect to the exclusions and indemnities under this Clause 19, accompanied by full details (to the extent not confidential or subject to legal privilege) of the circumstances of any incident giving rise to such Claims and the Parties shall co-operate in the defence of any such Claims, including negotiations, appeals or any settlement or compromise. If either Party intends to irrevocably settle any Claims under this Clause 19 for which indemnification is sought; provided that the failure to provide such prompt notice , it shall not release the Company from any of its obligations to indemnify hereunder, except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Company, the Company shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expense, the Indemnitee shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without do so only after having obtained the prior written consent of the Companyother Party, which such consent shall not to be unreasonably withheld or delayed. Removal of Abandoned Property When required by the appropriate Authority or when Contractor's abandoned property interferes with present or currently planned operations of Company, unless Contractor shall at its own expense remove and clear from the Worksite any abandoned property of Contractor Group which may have been left derelict or abandoned in the course of operations hereunder or otherwise deal with it in accordance with Company's direction. In the event that Contractor does not carry out these obligations, Company may ▇▇▇▇ and light the abandoned property or may remove it (without prejudice to Company's rights) and in such Indemnitee waives event Company may either off-set any costs incurred against monies owing to Contractor, or Contractor shall refund to Company all costs incurred, at Company’s sole discretion. The fact that such abandoned property is insured or has been declared a total loss shall not absolve Contractor from its obligations to remove and clear the same. This clause shall remain binding on Contractor notwithstanding the completion or termination of this MSA for any reason. Contractor shall effect and maintain as a minimum the insurances of the types and in the amounts as set out in Clause 20.7 and shall ensure that they are in full force and effect for the duration of this MSA. All such insurances shall be placed with reputable and substantial insurers satisfactory to Company and Contractor shall bear all excesses, deductibles or franchises incorporated therein. The provisions of this Clause 20 shall in no way operate as a limitation of any liability assumed or indemnity given by Contractor under this MSA or of Contractor’s liability in tort, under contract or otherwise at law. Except where current certificates have already been provided, Contractor shall at the date of execution of this MSA provide Company with evidence of insurance in the form of certificates of insurance on industry standard forms. Updated certificates will be provided on the renewal anniversary of all insurances required under this MSA. Failure to provide such certificates may be taken by Company as evidence that Contractor has failed to meet its obligations to effect and maintain the required insurances. Contractor shall provide any other relevant information in respect of such insurances as Company may require. Where possible, the insurances set out in Clause 20.7 shall provide that Company and Contractor shall be given not less than thirty (30) days’ notice of cancellation or material change to cover. Notwithstanding the foregoing, Contractor shall give immediate notice to Company in the event of cancellation or material change affecting Company’s or any insured party’s interest in respect of the insurances set out in Clause 20.7. If any insurance policy is cancelled or if there is a material change which may affect Company’s interest or if Contractor fails to effect or maintain any insurances required under this MSA, Company may, at its sole discretion, and without prejudice to any other rights or remedies which Company may have, (i) terminate this MSA for breach in accordance with Clause 27.1, or (ii) effect and maintain such insurances as Company considers necessary and recover all costs in connection therewith from Contractor. The decision by Company to effect and maintain such insurances is without prejudice to Company’s right to be indemnified demand that Contractor take the necessary steps to ensure that insurances are in place which are compliant with respect this MSA. All insurances which Contractor is required to such Claim effect and maintain under this Section 4.02. Where the Company or MSA shall contain an agreement from the insurers to waive all rights of recourse, including subrogation, against Company Group, and shall be primary as regards any other insurance coverage in respect of the risks assumed by Contractor under a policy this MSA. Contractor shall immediately notify its insurers of insurance maintained by the Company undertake the defense of an Indemnitee with respect and shall provide all necessary information in relation to any occurrence which may give rise to a Claimclaim under any of the insurances required to be effected and maintained under this MSA. Copies of all correspondence and documents sent to insurers related to any such occurrence or any claim under such insurances shall be provided promptly to Company. The insurances required to be effected and maintained pursuant to this Clause 20 are: Employers Liability and/or Workmen’s Compensation insurance covering personal injury to or death of the employees of Contractor engaged in the Work in an amount not less than [ten million US Dollars ($10,000,000)] each and every incident inclusive of costs and expenses or such higher amount required by Legislation including extended cover (where required) for working offshore of not less than [five million US Dollars ($5,000,000)] per employee per occurrence. Such insurance shall contain an indemnity to principals clause; General Third Party Liability insurance for any incident or series of incidents covering the operations of Contractor in the performance of this MSA, no additional legal fees or expenses in an amount not less than [ten million US Dollars ($10,000,000)] each and every incident, inclusive of such Indemnitee costs and expenses. Such insurance shall contain an indemnity to principals clause; Motor Vehicle Liability insurance, for all owned, hired, and non-owned vehicles that will be used in connection with the defense performance of Contractor’s obligations under this MSA in an amount of not less than [one million US Dollars ($1,000,000)] for any one occurrence for damage to property and death of or injury to persons, or such greater amount as required by Legislation; Hull and Machinery Insurance, covering loss of or damage to any vessels, craft and/or floating equipment whether owned, hired, leased or otherwise provided by any member of Contractor Group and used in connection with this MSA including loss or damage arising from helicopter operations, war risks, riots, strikes and civil commotion in amounts of not less than the market value of such Claim vessels, craft and/or floating equipment. Such insurance shall be indemnified hereunder unless such fees name Company Group as an additional insured in respect of its separate rights and interests in the relevant insured property; Protection and Indemnity (P&I) Insurance equivalent to United Kingdom Mutual Steamship Association (Bermuda) Ltd rules, including collision liability and sistership clauses, removal of wrecks and debris and tower’s liability, with limits of not less than [two hundred and fifty million US Dollars ($250,000,000)] in respect of any vessels, craft and/or floating equipment whether owned, hired, leased or expenses were incurred at otherwise provided by any member of Contractor Group and used in connection with this MSA. Such insurance shall name Company Group as a co-insured in respect of its separate rights and interests in the written request subject matter of the insurance; Aviation Liability Insurance which shall cover aircraft, including helicopters, whether owned, hired, leased or otherwise provided by any member of Contractor Group and used in connection with this MSA with a combined bodily injury and property damage limit, including passenger liability, of not less than [two hundred and fifty million US Dollars ($250,000,000)] or equivalent per occurrence or series of occurrences arising from the one event. Such insurance shall name Company or such insurers. Subject to the requirements Group as an additional insured in respect of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, separate rights and interests in the opinion subject matter of the counsel appointed by insurance; Contractor All Risk insurance covering the Company or its insurers to conduct such proceedings, interfere with such controloperations of Contractor in performance of this MSA in an amount not less than [ten million US Dollars ($10,000,000)]; and such participation other insurances necessitated by the type of Work, as specified in this MSA or as required by Legislation. Contractor shall require Subcontractors to effect and maintain insurances as detailed in Clauses 20.7(a), 20.7(b), 20.7(c), 20.7(d) and 20.7(h) and such other insurances that Contractor considers necessary at appropriate levels in relation to the performance or provision of the relevant part of the Work. Contractor shall require that such insurances contain an agreement from the insurers to waive all rights of recourse, including subrogation, against Company Group. Contractor shall not constitute a waiver be relieved from its other liabilities and obligations under this MSA by virtue of the indemnification provided in fact that any Subcontractor effects and maintains such insurances. Contractor shall be responsible for, indemnify, defend and hold Company Group harmless from and against all Claims arising out of any failure by Contractor or Subcontractors to effect or maintain the insurances required under this Section 4.02. Notwithstanding anything to MSA, including the contrary contained hereinrequired waivers of all rights of recourse, including subrogation, or as a result of any act or omission which invalidates the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemniteessame.

Claims Procedure. An Indemnitee shall promptly notify Promptly after receipt by either party hereto (the Company "Indemnitee") of any Claim as notice of any demand, claim or circumstances which, with the lapse of time, would or might give rise to which indemnification is sought; provided that the failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, except to the extent that the Company is prejudiced by such failure a claim or the Company’s indemnification obligations are increased as commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that may result in a result of such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Company, the Company shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expenseLoss, the Indemnitee shall cooperate with all give notice thereof (the "Claims Notice") to the party obligated to provide indemnification pursuant to Section 8.1(a). The Claims Notice shall describe the Asserted Liability in reasonable requests detail, and shall indicate the amount (estimated, if necessary to the extent feasible) of the Company in connection therewithLoss that has been or may be suffered by the Indemnitee. Such Thereafter, the following procedures shall apply: (1) The indemnifying party may elect to compromise or defend, at its own expense by its own counsel, any Asserted Liability; (2) If the indemnifying party elects to compromise or defend such Asserted Liability, it shall within thirty (30) days (or sooner if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall not enter into cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability, and shall make available to the indemnifying party any books, records or other documents within its control that are necessary or appropriate for such defense; (3) If the indemnifying party has elected to defend the Asserted Liability, any offer to compromise or settle transmitted to the indemnifying party shall thereafter be transmitted in writing to the Indemnitee. If, after a reasonable period of time to consider such offer -- which time shall be deemed to be ten (10) days from the date of transmittal of such offer using the notice procedures set forth in Section 11.8, unless the circumstances otherwise require -- the Indemnitee refuses to give consent to the settlement or other compromise of the Asserted Liability, then the liability of the indemnifying party with respect to any Claim without such Asserted Liability shall be thereafter limited to the prior written consent amount of the Companyoffer of settlement or compromise. This cap on liability shall not be applicable if the Indemnifying Party does not elect to defend Indemnitee against the Asserted Liability; (4) Notwithstanding the foregoing, which neither the indemnifying party nor the Indemnitee may settle or compromise any claim over the objection of the other, provided however, that consent to settlement or compromise shall not be unreasonably withheld withheld; (5) If the indemnifying party elects not to compromise or delayeddefend the Asserted Liability, unless such fails to notify the Indemnitee waives of its right election as herein provided, or contests its obligation to be indemnified with respect to such Claim indemnify under this Section 4.02. Where Agreement, the Company Indemnitee may pay, compromise or defend such Asserted Liability, with a reservation of all rights to seek indemnification hereunder against the insurers under a policy of insurance maintained by indemnifying party; and (6) Notwithstanding the Company undertake foregoing, the Indemnitee and the indemnifying party may participate, in all instances, and at their own expense, in the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all IndemniteesAsserted Liability.

Claims Procedure. An Indemnitee shall Indemnified Person shall, after obtaining knowledge thereof, promptly notify the Company Lessee of any Claim as to which indemnification is sought; provided provided, however, that the failure to provide give such prompt notice shall not release the Company Lessee from any of its obligations to indemnify hereunderunder this Section 7.2, except (but only if neither the Lessee nor TILC shall have actual knowledge of such Claim) to the extent that failure to give notice of any action, suit or proceeding against such Indemnified Person shall have a material adverse effect on Lessee's ability to defend such Claim or recover proceeds under any insurance policies maintained by the Company is prejudiced by such failure Lessee or to the Company’s extent Lessee's indemnification obligations are increased as a result of such failure. Such Indemnitee shall The Lessee shall, after obtaining knowledge thereof, promptly submit to the Company all additional information in notify each Indemnified Person of any indemnified Claim affecting such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably requestIndemnified Person. Subject to the rights provisions of insurers under policies of insurance maintained by the Companyfollowing paragraph, the Company Lessee shall have the right, at its sole cost and expense, expense be entitled to investigatecontrol, and shall assume full responsibility for, the right in its sole discretion defense of such claim or liability; provided that the Lessee shall confirm to defend such Indemnified Person Lessee's obligations to indemnify hereunder for such Claim, shall keep the Indemnified Person which is the subject of such proceeding fully apprised of the status of such proceeding and shall provide such Indemnified Person with all information with respect to such proceeding as such Indemnified Person shall reasonably request. To the extent that a Claim is made against Lessee pursuant to this Section 7.2 at a time when an identical claim for indemnification arising from substantially similar facts and circumstances is being asserted against TILC, TRMI and/or Trinity pursuant to this Section 7 or compromiseSection 4 of the Trinity Guaranty, any if Lessee is entitled to control the defense of such Claim for which pursuant to this Section 7.2 and at the same time TILC, TRMI and/or Trinity, as the case may be, is entitled to control the defense of such claim or liability pursuant to this Section 7 or Section 4 of the Trinity Guaranty, Lessee's indemnification is sought obligations under this Section 4.027.2 shall not be reduced as a result of the inability of Lessee to control the defense of such Claim where such inability to control the defense of such Claim is caused by the exercise by TILC, andTRMI and/or Trinity, as applicable, of such Person's right to control the defense of such indemnified claim as provided by this Section 7 or Section 4 of the Trinity Guaranty. Notwithstanding any of the foregoing to the contrary, the Lessee shall not be entitled to control and assume responsibility for the defense of any Claim if (1) a Lease Event of Default shall have occurred and be continuing, (2) such proceeding will involve any material danger of the sale, forfeiture or loss of, or the creation of any Lien (other than any Lien permitted under the Operative Agreements or a Lien which is adequately bonded to the satisfaction of such Indemnified Person) on, any Unit or Pledged Unit, (3) in the good faith opinion of such Indemnified Person, there exists an actual or potential conflict of interest such that it is advisable 70 Participation Agreement (TRLI 2001-1B) for such Indemnified Person to retain control of such proceeding, (4) such Claim involves the possibility of criminal sanctions or liability to such Indemnified Person or (5) an Equity Insufficiency Circumstance shall exist. In the circumstances described in clauses (1) - (5), the Indemnified Person shall be entitled to control and assume responsibility for the defense of such claim or liability at the expense of the Lessee. In addition, any Indemnified Person may participate in any proceeding controlled by the Lessee pursuant to this Section 7.2, but only to the extent that such Person's participation does not in the reasonable opinion of counsel to the Lessee materially interfere with such control, at the Company’s its own expense, in respect of any such proceeding as to which the Indemnitee Lessee shall cooperate with all reasonable requests have acknowledged in writing its obligation to indemnify the Indemnified Person pursuant to this Section 7.2, and at the expense of the Company Lessee in connection therewith. Such Indemnitee respect of any such proceeding as to which the Lessee shall not have so acknowledged its obligation to the Indemnified Person pursuant to this Section 7.2. The Lessee may in any event participate in all such proceedings at its own cost. Nothing contained in this Section 7.2(f) shall be deemed to require an Indemnified Person to contest any Claim or to assume responsibility for or control of any judicial proceeding with respect thereto. No Indemnified Person shall enter into a any settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, Lessee unless such Indemnitee the Indemnified Person waives its right rights to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemniteeshereunder.

Claims Procedure. An Indemnitee shall promptly notify the Company of any Claim as to which indemnification is sought; provided that the . The failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, hereunder except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result of such failurefailure (in which event the Company shall not be responsible for such additional indemnification obligations). Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company Claim as the Company shall reasonably requestrequests. Subject to the rights of insurers under policies of insurance maintained by the Company’s insurers, the Company shall have the rightmay, at its sole cost and expense, to investigateinvestigate any Claim, and the right may in its sole discretion to defend or compromise, compromise any Claim for which indemnification is sought under this Section 4.02, and, at Claim. At the Company’s expense, the any Indemnitee shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02Claim. Where the Company or the its insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the outside counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such . Such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all IndemniteesIndemnitees with respect to any one Claim. Notwithstanding anything to the contrary contained herein, an Indemnitee shall not under any circumstances be required or deemed to be required to contest any Claim or to assume responsibility for or control of any judicial proceeding with respect thereto. The Company will provide the relevant Indemnitee with such information not within the control of such Indemnitee, as is in the Company’s control or is reasonably available to the Company, which such Indemnitee may reasonably request and will otherwise cooperate with such Indemnitee so as to enable such Indemnitee to fulfill its obligations under this Section 4.02. If an Indemnitee is not a party to this Agreement, the Company may require such Indemnitee to agree in writing to the terms of this Section 4.02 and Section 7.10 of this Agreement prior to making any payment to such Indemnitee under this Section 4.02.

Claims Procedure. An Indemnitee In the case of any Losses asserted by an Indemnified Party under this Article XXI, such Indemnified Party shall promptly give prompt notice thereof to the Indemnifying Party and in any event within no less than sixty (60) days after the Indemnified Party receives notice of such assertion; provided, that failure to so notify the Company of any Claim as to which indemnification is sought; provided that the failure to provide such prompt notice Indemnifying Party shall not release reduce the Company from any of its Indemnifying Party’s obligations to indemnify hereunder, any Indemnified Party hereunder except to the extent that the Company is prejudiced by such failure adversely affects the Indemnifying Party’s rights, or the Companymaterially compromises such Indemnifying Party’s indemnification obligations are increased as a result of ability, to defend such failureLosses or results in additional liability on such Indemnifying Party’s part. Such Indemnitee The Indemnifying Party shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Company, the Company shall have the rightbe entitled, at its sole cost and expense, acting through counsel selected by it (and reasonably satisfactory to investigatesuch Indemnified Party), to participate in or to assume and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expense, the Indemnitee shall cooperate with all reasonable requests control (if it promptly so elects upon notice of the Company in connection therewithLosses) the negotiation, litigation or settlement of any such Losses. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent Indemnified Party may (but shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may obligated to) participate at its own expense and with its own counsel in any judicial proceeding controlled conducted by the Company pursuant to Indemnifying Party in accordance with the preceding provisions; provided that such party’s participation does notforegoing, in which case the opinion Indemnifying Party shall keep such Indemnified Party and its counsel fully informed of all proceedings and filings. Notwithstanding the counsel appointed by foregoing, but subject to Article XI and the Company or its insurers right of Tenant to conduct such proceedingspursue Tax Challenges and Permitted Tenant Contests and the right of Landlord to pursue Permitted Landlord Contests, interfere with such control; and such participation the Indemnifying Party shall not constitute be entitled to assume and control the defense of any Losses if (a) Tenant is the Indemnifying Party, a waiver Level 1 Tenant Default has occurred and is continuing, or, if Landlord is the Indemnifying Party, a ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has occurred and is continuing, (b) the proceeding involves the possible imposition of any criminal liability or penalty or unindemnified civil penalty on the indemnification provided in Indemnified Party, or (c) the proceeding involves the granting of injunctive relief against the Indemnified Party not related to this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all IndemniteesLease.

Claims Procedure. An Indemnitee shall promptly notify (a) If an Indemnified Party determines in good faith that such Indemnified Party has a bona fide claim for indemnification pursuant to this Article 10, then Indemnified Party may deliver to the Company party against whom indemnity is sought (the “Indemnifying Party”) a certificate signed by any officer of any the Indemnified Party (a “Claim as Certificate”): (i) stating that an Indemnified Party has a claim for indemnification pursuant to which indemnification is sought; provided that the failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, except this Article 10; (ii) to the extent that possible, containing a good faith non-binding, preliminary estimate of the Company is prejudiced amount to which such Indemnified Party claims to be entitled to receive, which shall be the amount of Damages such Indemnified Party claims to have so incurred or suffered or could reasonably be expected to incur or suffer; and (iii) specifying in reasonable detail (based upon the information then possessed by such failure or the Company’s indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit Indemnified Party) the material facts known to the Company all additional information in Indemnified Party giving rise to such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably requestclaim. Subject to this Article 10, no delay in providing such Claim Certificate shall affect an Indemnified Party’s rights hereunder, unless (and then only to the rights of insurers under policies of insurance maintained extent that) the Indemnifying Party is prejudiced thereby. (b) If the Indemnifying Party in good faith objects to any claim made in any Claim Certificate, then the Indemnifying Party shall deliver a written notice (a “Claim Dispute Notice”) to the Indemnified Party during the thirty calendar day period commencing upon receipt by the CompanyIndemnifying Party of the Claim Certificate (the “Dispute Notice Period”). The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made in the relevant Claim Certificate. If no Claim Dispute Notice is delivered prior to the expiration of the Dispute Notice Period, then (i) each claim for indemnification set forth in such Claim Certificate shall be deemed to have been conclusively determined in the Indemnified Party’s favor for purposes of this Article 10 on the terms set forth in the Claim Certificate and (ii) within ten Business Days following the expiration of the Dispute Notice Period, the Company Indemnifying Party shall have deliver to the rightIndemnified Party, at its sole cost and expenseby wire transfer of immediately available funds to such account as is designated by the Indemnified Party, an aggregate amount equal to investigatethe Damages set forth in such Claim Certificate. (c) Following the timely delivery of a Claim Dispute Notice, the Indemnified Party and the right Indemnifying Party shall then attempt in its sole discretion good faith to defend or compromiseresolve any such objections raised in such Claim Dispute Notice. If the Indemnified Party and the Indemnifying Party agree to a resolution of such objection, any Claim for which indemnification is sought under this Section 4.02, and, at then (i) a memorandum setting forth the Company’s expensematters conclusively determined by the Indemnified Party and the Indemnifying Party shall be prepared and signed by both parties and (ii) within ten Business Days following the execution by both parties of such memorandum, the Indemnitee Indemnifying Party shall cooperate deliver to the Indemnified Party, by wire transfer of immediately available funds to such account as is designated by the Indemnified Party, an aggregate amount equal to the Damages, if any, set forth in such memorandum. (d) If no such resolution can be reached during the thirty calendar day period following the timely receipt by the Indemnified Party of a given Claim Dispute Notice, then upon the expiration of such thirty calendar day period, either the Indemnified Party or the Indemnifying Party may bring suit to resolve such claim in accordance with all reasonable requests Sections 11.09 and 11.10. The decision of the Company trial court as to the validity and amount of any claim in connection therewithsuch Claim Certificate shall be non-appealable, binding and conclusive upon the Indemnified Party and the Indemnifying Party. Such Indemnitee If such decision calls for a payment of Damages to an Indemnified Party, within ten Business Days following the date of such decision, the Indemnifying Party shall not enter into a settlement or other compromise with respect deliver to any Claim without the prior written consent Indemnified Party, by wire transfer of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect immediately available funds to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained account as is designated by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insuranceIndemnified Party, an Indemnitee aggregate amount equal to such Damages. Judgment upon any award rendered by the trial court may participate at its own expense be entered in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemniteescourt having jurisdiction.

Claims Procedure. An Indemnitee (a) If a claim by a third party is made against an indemnified Person hereunder, and if such indemnified Person intends to seek indemnity with respect thereto under this Article, such indemnified Person shall promptly notify the Company indemnifying Person in writing of any Claim as such claims setting forth such claims in reasonable detail (the "CLAIM NOTICE"), PROVIDED that failure of such indemnified Person to which indemnification is sought; provided that the failure to provide such give prompt notice as provided herein shall not release relieve the Company from indemnifying Person of any of its obligations to indemnify hereunder, except to the extent that the Company indemnifying Person is materially prejudiced by such failure or the Company’s indemnification obligations are increased as a result failure. The indemnifying Person shall have twenty (20) days after receipt of such failure. Such Indemnitee shall promptly submit notice (the "NOTICE PERIOD") to undertake, through counsel of its own choosing, subject to the Company all additional information in reasonable approval of such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Companyindemnified Person, and at its own expense, the Company shall have the right, at its sole cost and expense, to investigatesettlement or defense thereof, and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expense, the Indemnitee indemnified Person shall cooperate with all reasonable requests of the Company it in connection therewith; PROVIDED, HOWEVER, that the indemnified Person may participate in such settlement or defense through counsel chosen by such indemnified Person, PROVIDED that the fees and expenses of such counsel shall be borne by such indemnified Person. Such Indemnitee If the indemnifying Person shall assume the defense of a claim, it shall not enter into a settlement or other compromise with respect to any Claim settle such claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayedindemnified Person, unless (i) such Indemnitee waives its right to be settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified Person from all Liability with respect to such Claim under this Section 4.02. Where claim or (ii) such settlement does not involve the Company imposition of equitable remedies or the insurers under a policy imposition of insurance maintained by any material obligations on such indemnified Person other than financial obligations for which such indemnified party will be indemnified hereunder. If the Company undertake indemnifying Person shall assume the defense of an Indemnitee with respect to a Claimclaim, no additional legal the fees or expenses of such Indemnitee in connection with any separate counsel retained by the defense of such Claim indemnified Person shall be borne by such indemnified hereunder Person unless such fees or expenses were incurred at the written request there exists a material conflict between them as to their respective legal defenses (other than one that is of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does nota monetary nature), in which case the opinion of the counsel appointed by the Company or indemnified Person shall be entitled to retain one law firm (plus any necessary local counsel) as its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained hereinseparate counsel, the Company shall not under any circumstances be liable for the reasonable fees and expenses of more than one counsel for all Indemniteeswhich shall be reimbursed by the indemnifying Person. If the indemnifying Person does not notify the indemnified Person within twenty (20) days after the receipt of the indemnified Person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified Person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agree ment.

Claims Procedure. An Indemnitee shall Indemnified Person shall, after obtaining knowledge thereof, promptly notify the Company TRMI of any Claim as to which indemnification is sought; provided provided, however, that the failure to provide give such prompt notice shall not release the Company TRMI from any of its obligations to indemnify hereunderunder this Section 7.4, except (but only if TRMI shall not have actual knowledge of such Claim) to the extent that failure to give notice of any action, suit or proceeding against such Indemnified Person shall have a material adverse effect on TRMI's ability to defend such Claim or recover proceeds under any insurance policies maintained by TRMI or to the Company is prejudiced by such failure or the Company’s extent TRMI's indemnification obligations are increased as a result of such failure. Such Indemnitee shall TRMI shall, after obtaining knowledge thereof, promptly submit to the Company all additional information in notify each Indemnified Person of any indemnified Claim affecting such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably requestIndemnified Person. Subject to the rights provisions of insurers under policies of insurance maintained by the Companyfollowing paragraph, the Company TRMI shall have the right, at its sole cost and expense, expense be entitled to investigatecontrol, and shall assume full responsibility for, the right in its sole discretion defense of such claim or liability; provided that TRMI shall confirm to defend such Indemnified Person TRMI's obligations to indemnify hereunder for such Claim, shall keep the Indemnified Person which is the subject of such proceeding fully apprised of the status of such Participation Agreement (TRLI 2001-1B) proceeding and shall provide such Indemnified Person with all information with respect to such proceeding as such Indemnified Person shall reasonably request. To the extent that a Claim is made against TRMI pursuant to this Section 7.4 at a time when an identical claim for indemnification arising from substantially similar facts and circumstances is being asserted against Lessee, TILC and/or Trinity pursuant to this Section 7 or compromiseSection 4 of the Trinity Guaranty, any if TRMI is entitled to control the defense of such Claim for which pursuant to this Section 7.4 and at the same time Lessee, TILC and/or Trinity, as the case may be, is entitled to control the defense of such claim or liability pursuant to this Section 7 or Section 4 of the Trinity Guaranty, TRMI's indemnification is sought obligations under this Section 4.027.4 shall not be reduced as a result of the inability of TRMI to control the defense of such Claim where such inability to control the defense of such Claim is caused by the exercise by Lessee, andTILC and/or Trinity, as applicable, of such Person's right to control the defense of such indemnified claim as provided by this Section 7 or Section 4 of the Trinity Guaranty. Notwithstanding any of the foregoing to the contrary, TRMI shall not be entitled to control and assume responsibility for the defense of any Claim if (1) a Lease Event of Default shall have occurred and be continuing, (2) such proceeding will involve any material danger of the sale, forfeiture or loss of, or the creation of any Lien (other than any Lien permitted under the Operative Agreements or a Lien which is adequately bonded to the satisfaction of such Indemnified Person) on, any Unit or Pledged Unit, (3) in the good faith opinion of such Indemnified Person, there exists an actual or potential conflict of interest such that it is advisable for such Indemnified Person to retain control of such proceeding, (4) such Claim involves the possibility of criminal sanctions or liability to such Indemnified Person or (5) an Equity Insufficiency Circumstance shall exist. In the circumstances described in clauses (1) - (5), the Indemnified Person shall be entitled to control and assume responsibility for the defense of such claim or liability at the expense of TRMI. In addition, any Indemnified Person may participate in any proceeding controlled by TRMI pursuant to this Section 7.4, but only to the extent that such Person's participation does not in the reasonable opinion of counsel to TRMI materially interfere with such control, at the Company’s its own expense, in respect of any such proceeding as to which TRMI shall have acknowledged in writing its obligation to indemnify the Indemnitee shall cooperate with all reasonable requests Indemnified Person pursuant to this Section 7.4, and at the expense of the Company TRMI in connection therewith. Such Indemnitee respect of any such proceeding as to which TRMI shall not have so acknowledged its obligation to the Indemnified Person pursuant to this Section 7.4. TRMI may in any event participate in all such proceedings at its own cost. Nothing contained in this Section 7.4(c) shall be deemed to require an Indemnified Person to contest any Claim or to assume responsibility for or control of any judicial proceeding with respect thereto. No Indemnified Person shall enter into a any settlement or other compromise with respect to any Claim without the prior written consent of TRMI unless the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee Indemnified Person waives its right rights to be indemnified with respect to such Claim under this Section 4.02indemnification hereunder. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemnitees.Participation Agreement (TRLI 2001-1B)

Claims Procedure. An Indemnitee shall Indemnified Person shall, after obtaining knowledge thereof, promptly notify the Company TRMI of any Claim as to which indemnification is sought; provided provided, however, that the failure to provide give such prompt notice shall not release the Company TRMI from any of its obligations to indemnify hereunderunder this Section 7.4, except (but only if TRMI shall not have actual knowledge of such Claim) to the extent that failure to give notice of any action, suit or proceeding against such Indemnified Person shall have a material adverse effect on TRMI's ability to defend such Claim or recover proceeds under any insurance policies maintained by TRMI or to the Company is prejudiced by such failure or the Company’s extent TRMI's indemnification obligations are increased as a result of such failure. Such Indemnitee shall TRMI shall, after obtaining knowledge thereof, promptly submit to the Company all additional information in notify each Indemnified Person of any indemnified Claim affecting such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably requestIndemnified Person. Subject to the rights provisions of insurers under policies of insurance maintained by the Companyfollowing paragraph, the Company TRMI shall have the right, at its sole cost and expense, expense be entitled to investigatecontrol, and shall assume full responsibility for, the right in its sole discretion defense of such claim or liability; provided that TRMI shall confirm to defend such Indemnified Person TRMI's obligations to indemnify hereunder for such Claim, shall keep the Indemnified Person which is the subject of such proceeding fully apprised of the status of such proceeding and shall provide such Indemnified Person with all information with respect to such proceeding as such Indemnified Person shall reasonably request. To the extent that a Participation Agreement (TRLI 2001-1C) Claim is made against TRMI pursuant to this Section 7.4 at a time when an identical claim for indemnification arising from substantially similar facts and circumstances is being asserted against Lessee, TILC and/or Trinity pursuant to this Section 7 or compromiseSection 4 of the Trinity Guaranty, any if TRMI is entitled to control the defense of such Claim for which pursuant to this Section 7.4 and at the same time Lessee, TILC and/or Trinity, as the case may be, is entitled to control the defense of such claim or liability pursuant to this Section 7 or Section 4 of the Trinity Guaranty, TRMI's indemnification is sought obligations under this Section 4.027.4 shall not be reduced as a result of the inability of TRMI to control the defense of such Claim where such inability to control the defense of such Claim is caused by the exercise by Lessee, andTILC and/or Trinity, as applicable, of such Person's right to control the defense of such indemnified claim as provided by this Section 7 or Section 4 of the Trinity Guaranty. Notwithstanding any of the foregoing to the contrary, TRMI shall not be entitled to control and assume responsibility for the defense of any Claim if (1) a Lease Event of Default shall have occurred and be continuing, (2) such proceeding will involve any material danger of the sale, forfeiture or loss of, or the creation of any Lien (other than any Lien permitted under the Operative Agreements or a Lien which is adequately bonded to the satisfaction of such Indemnified Person) on, any Unit or Pledged Unit, (3) in the good faith opinion of such Indemnified Person, there exists an actual or potential conflict of interest such that it is advisable for such Indemnified Person to retain control of such proceeding, (4) such Claim involves the possibility of criminal sanctions or liability to such Indemnified Person or (5) an Equity Insufficiency Circumstance shall exist. In the circumstances described in clauses (1) - (5), the Indemnified Person shall be entitled to control and assume responsibility for the defense of such claim or liability at the expense of TRMI. In addition, any Indemnified Person may participate in any proceeding controlled by TRMI pursuant to this Section 7.4, but only to the extent that such Person's participation does not in the reasonable opinion of counsel to TRMI materially interfere with such control, at the Company’s its own expense, in respect of any such proceeding as to which TRMI shall have acknowledged in writing its obligation to indemnify the Indemnitee shall cooperate with all reasonable requests Indemnified Person pursuant to this Section 7.4, and at the expense of the Company TRMI in connection therewith. Such Indemnitee respect of any such proceeding as to which TRMI shall not have so acknowledged its obligation to the Indemnified Person pursuant to this Section 7.4. TRMI may in any event participate in all such proceedings at its own cost. Nothing contained in this Section 7.4(c) shall be deemed to require an Indemnified Person to contest any Claim or to assume responsibility for or control of any judicial proceeding with respect thereto. No Indemnified Person shall enter into a any settlement or other compromise with respect to any Claim without the prior written consent of TRMI unless the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee Indemnified Person waives its right rights to be indemnified with respect to such Claim under this Section 4.02indemnification hereunder. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemnitees.Participation Agreement (TRLI 2001-1C)

Claims Procedure. An Indemnitee shall Indemnified Person shall, after obtaining knowledge thereof, promptly notify the Company TILC of any Claim as to which indemnification is sought; provided provided, however, that the failure to provide give such prompt notice shall not release the Company TILC from any of its obligations to indemnify hereunderunder this Section 7.3, except (but only if TILC shall not have actual knowledge of such Claim) to the extent that failure to give notice of any action, suit or proceeding against such Indemnified Person shall have a material adverse effect on TILC's ability to defend such Claim or recover proceeds under any insurance policies maintained by TILC or to the Company is prejudiced by such failure or the Company’s extent TILC's indemnification obligations are increased as a result of such failure. Such Indemnitee shall TILC shall, after obtaining knowledge thereof, promptly submit to the Company all additional information in notify each Indemnified Person of any indemnified Claim affecting such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably requestIndemnified Person. Subject to the rights provisions of insurers under policies of insurance maintained by the Companyfollowing paragraph, the Company TILC shall have the right, at its sole cost and expense, expense be entitled to investigatecontrol, and shall assume full responsibility for, the right in its sole discretion defense of such claim or liability; provided that TILC shall confirm to defend such Indemnified Person TILC's obligations to indemnify hereunder for such Claim, shall keep the Indemnified Person which is the subject of such proceeding fully apprised of the status of such proceeding and shall provide such Indemnified Person with all information with respect to such Participation Agreement (TRLI 2001-1A) 79 proceeding as such Indemnified Person shall reasonably request. To the extent that a Claim is made against TILC pursuant to this Section 7.3 at a time when an identical claim for indemnification arising from substantially similar facts and circumstances is being asserted against Lessee, TRMI and/or Trinity pursuant to this Section 7 or compromiseSection 4 of the Trinity Guaranty, any if TILC is entitled to control the defense of such Claim for which pursuant to this Section 7.3 and at the same time Lessee, TRMI and/or Trinity, as the case may be, is entitled to control the defense of such claim or liability pursuant to this Section 7 or Section 4 of the Trinity Guaranty, TILC's indemnification is sought obligations under this Section 4.027.3 shall not be reduced as a result of the inability of TILC to control the defense of such Claim where such inability to control the defense of such Claim is caused by the exercise by Lessee, andTRMI and/or Trinity, as applicable, of such Person's right to control the defense of such indemnified claim as provided by this Section 7 or Section 4 of the Trinity Guaranty. Notwithstanding any of the foregoing to the contrary, TILC shall not be entitled to control and assume responsibility for the defense of any Claim if (1) a Lease Event of Default shall have occurred and be continuing, (2) such proceeding will involve any material danger of the sale, forfeiture or loss of, or the creation of any Lien (other than any Lien permitted under the Operative Agreements or a Lien which is adequately bonded to the satisfaction of such Indemnified Person) on, any Unit or Pledged Unit, (3) in the good faith opinion of such Indemnified Person, there exists an actual or potential conflict of interest such that it is advisable for such Indemnified Person to retain control of such proceeding, (4) such Claim involves the possibility of criminal sanctions or liability to such Indemnified Person or (5) an Equity Insufficiency Circumstance shall exist. In the circumstances described in clauses (1) - (5), the Indemnified Person shall be entitled to control and assume responsibility for the defense of such claim or liability at the expense of TILC. In addition, any Indemnified Person may participate in any proceeding controlled by TILC pursuant to this Section 7.3, but only to the extent that such Person's participation does not in the reasonable opinion of counsel to TILC materially interfere with such control, at the Company’s its own expense, in respect of any such proceeding as to which TILC shall have acknowledged in writing its obligation to indemnify the Indemnitee shall cooperate with all reasonable requests Indemnified Person pursuant to this Section 7.3, and at the expense of the Company TILC in connection therewith. Such Indemnitee respect of any such proceeding as to which TILC shall not have so acknowledged its obligation to the Indemnified Person pursuant to this Section 7.3. TILC may in any event participate in all such proceedings at its own cost. Nothing contained in this Section 7.3(c) shall be deemed to require an Indemnified Person to contest any Claim or to assume responsibility for or control of any judicial proceeding with respect thereto. No Indemnified Person shall enter into a any settlement or other compromise with respect to any Claim without the prior written consent of TILC unless the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee Indemnified Person waives its right rights to be indemnified with respect to such Claim under this Section 4.02indemnification hereunder. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemnitees.Participation Agreement (TRLI 2001-1A) 80

Claims Procedure. An Indemnitee shall promptly notify the Company Grantors of any Claim as to which indemnification is sought; provided that the failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit to the Company Grantors all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company Claim as the Company shall Grantors reasonably requestrequests. Subject to the rights of insurers under policies of insurance maintained by the CompanyGrantors’ insurers, the Company shall have the rightGrantors may, at its sole cost and expense, to investigateinvestigate any Claim, and the right may in its sole discretion to defend or compromisecompromise any Claim. The Grantors shall be entitled, at its sole cost and expense, acting through counsel acceptable to the respective Indemnitee, (A) so long as such Grantor has agreed in a writing acceptable to such Indemnitee that such Grantor is liable to such Indemnitee for such Claim hereunder (unless such Claim is covered by Section 6.11(d)), in any judicial or administrative proceeding that involves solely a claim for one of more Claims, to assume responsibility for and control thereof, (B) so long as such Grantor has agreed in a writing acceptable to such Indemnitee that such Grantor is liable to such Indemnitee for such Claim hereunder (unless such Claim is covered by Section 6.11(d)), in any judicial or administrative proceeding involving a claim for which indemnification one or more Claims and other claims related or unrelated to the transactions contemplated by the Loan Documents, to assume responsibility for and control of such claim for Claims to the extent that the same may be and is sought under this Section 4.02severed from such other claims (and such Indemnitee shall use reasonable efforts to obtain such severance), and (C) in any other case, to be consulted by such Indemnitee with respect to judicial proceedings subject to the control of such Indemnitee. Notwithstanding any of the foregoing to the contrary, the Grantors shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings (i) while an Event of Default exists, (ii) if such proceeding will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Encumbrance) on any Aircraft, Airframe, Engine, Spare Engine, Spare Part, other Collateral or any part thereof, or (iii) if such proceeding could in the good faith opinion of such Indemnitee entail any material risk of criminal liability or present a conflict of interest making separate representation necessary, and, in any such proceeding, the Grantors shall be liable for the cost of such proceeding and (subject to the provisions of Section 6.11(d)) any Claim resulting therefrom. The affected Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by a Grantor pursuant to the Company’s preceding provisions. At the Grantors’ expense, the any Indemnitee shall cooperate with all reasonable requests of the Company a Grantor in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the CompanyGrantors, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02Claim. Where the Company a Grantor or the its insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company a Grantor or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company a Grantor pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion Opinion of the counsel Counsel appointed by the Company a Grantor or its insurers to conduct such proceedings, interfere with such control; and such . Such participation shall not constitute a waiver of the indemnification provided in this Section 4.026.11. Notwithstanding anything to the contrary contained herein, the Company Grantors shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemnitees with respect to any one Claim unless a conflict of interest shall exist among such Indemnitees.

Claims Procedure. An Indemnitee (a) All claims for indemnification under Section 12.1 or 12.2, or any other provision of this Agreement except as otherwise expressly provided in this Agreement, shall promptly be asserted and resolved pursuant to this Article XII. Any Person claiming indemnification hereunder is referred to as the “Indemnified Party” and any Person against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” In the event that any Losses are asserted against or sought to be collected from or threatened to be sought from an Indemnified Party by a third party, including a Governmental Body, said Indemnified Party shall with reasonable promptness provide to the Indemnifying Party a Claim Notice. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any such Losses if the Indemnified Party fails to notify the Company Indemnifying Party thereof in accordance with the provisions of any Claim as to which indemnification is sought; provided this Agreement in reasonably sufficient time so that the failure Indemnifying Party’s ability to provide such prompt notice defend against the Losses is not prejudiced. The Indemnifying Party shall have 30 days from the personal delivery or receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party (i) whether or not release it disputes the Company from any liability of its obligations to indemnify hereunder, except the Indemnifying Party to the extent Indemnified Party hereunder with respect to such Losses and/or (ii) whether or not it desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Losses; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party (and of which it shall have given notice and opportunity to comment to the Indemnifying Party) and not prejudicial to the Indemnifying Party. In the event that the Company is prejudiced by Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such failure or the Company’s indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the CompanyLosses, the Company Indemnifying Party shall have the rightright to defend all appropriate proceedings, and with counsel of its own choosing, which proceedings shall be promptly settled or prosecuted by them to a final conclusion. If the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense, to investigate, and . If requested by the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expenseIndemnifying Party, the Indemnitee shall Indemnified Party agrees to cooperate with all reasonable requests of the Company Indemnifying Party and its counsel in connection therewithcontesting any Losses that the Indemnifying Party elects to contest or, if appropriate and related to the claim in question, in making any counterclaim against the Person asserting the third party Losses, or any cross-complaint against any Person. Such Indemnitee shall not enter into a settlement No claim may be settled or other compromise with respect to any Claim otherwise compromised without the prior written consent of the CompanyIndemnifying Party. (b) The Indemnified Party shall provide reasonable assistance to the Indemnifying Party and provide access to its books, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where records and personnel as the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee Indemnifying Party reasonably requests in connection with the investigation or defense of the Losses. The Indemnifying Party shall promptly upon receipt of reasonable supporting documentation reimburse the Indemnified Party for out-of-pocket costs and expenses incurred by the latter in providing the requested assistance. (c) With regard to third party claims for which Buyer or Seller is entitled to indemnification under Section 12.1 or 12.2, such Claim indemnification shall be indemnified hereunder unless such fees paid by the Indemnifying Party upon (i) the entry of an Order against the Indemnified Party and the expiration of any applicable appeal period or expenses were incurred at (ii) a settlement with the written request consent of the Company or Indemnifying Party, provided that no such insurers. Subject consent need be obtained if the Indemnifying Party fails to respond to the requirements Claim Notice as provided in Section 12.5(a). Notwithstanding the foregoing but subject to Section 12.5(a), and provided that there is no dispute as to the applicability of any policy indemnification, expenses of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled counsel to the Indemnified Party shall be reimbursed on a current basis by the Company pursuant to the preceding provisions; provided that Indemnifying Party as if such party’s participation does not, in the opinion expenses are a liability of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all IndemniteesIndemnifying Party.

Claims Procedure. An Indemnitee If a party (the “Indemnified Party”) is threatened in writing with any claim, or any claim is presented in writing to or any action or proceeding formally commenced against such party, which may give rise to the right of indemnification hereunder (a “Claim”), the Indemnified Party shall promptly notify give written notice thereof (specifying in reasonable detail the Company of any basis for the Claim as to which indemnification is sought; provided that the failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunderand, except to the extent that known, the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit amount thereof) to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to other party (the Company as the Company shall reasonably request“Indemnifying Party”). Subject to the rights of insurers under policies of insurance maintained by the Company, the Company The Indemnifying Party shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02participate, and, at to the Company’s expenseextent the Indemnifying Party so desires, the Indemnitee shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with assume the defense of such Claim with counsel mutually satisfactory to the parties upon prompt notice to the Indemnified Party of its intent to defend such Claim. If the Indemnified Party requests in writing that such Claim not be contested, then it shall not be contested but shall not be covered by the indemnities provided herein. The Indemnifying Party may settle a Claim which it has duly elected to contest without the consent of the Indemnified Party unless such settlement will have a material adverse effect upon the Indemnified Party, in which case such Claim shall be indemnified hereunder unless such fees or expenses were incurred at settled only with the written request consent of the Company or Indemnified Party. In the event that the Indemnified Party unreasonably declines to consent to such insurerssettlement, then the Indemnified Party shall have no right to indemnification beyond the amount of the proposed settlement. Subject The Indemnified Party shall cooperate with the Indemnifying Party in the defense of any Claim, including, without limitation, by making records available to the requirements Indemnifying Party and its legal counsel and permitting interviews, depositions and testimony at trial of the Indemnified Party’s employees. The Indemnifying Party shall keep the Indemnified Party fully informed regarding the progress and status of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by Claim. In the Company pursuant event the Indemnified Party fails to follow the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided claim procedure specified in this Section 4.02. Notwithstanding anything 7.3 with respect to a Claim by any third party against the Indemnified Party, such failure shall not relieve the Indemnifying Party from liability hereunder except and solely to the contrary contained herein, extent the Company Indemnifying Party shall not under any circumstances be liable for the fees and expenses have been actually prejudiced as a result of more than one counsel for all Indemniteessuch failure.

Claims Procedure. An Indemnitee shall promptly notify the Company Indemnified Person shall, upon becoming aware of any Claim as to for which indemnification is sought, promptly notify the Borrower of such Claim; provided that provided, however, that, notwithstanding the last sentence of Section 7.6(b), the failure to provide give such prompt notice shall not release the Company Borrower from any of its obligations to indemnify hereunderunder this Section 7.6, except to the extent that the Company is prejudiced by such failure to give notice shall have a material adverse effect on the Borrower’s ability to defend such claim or recover proceeds under any insurance policies maintained by the Company’s indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably requestBorrower. Subject to the rights of insurers under policies of insurance maintained by the CompanyBorrower, the Company Borrower shall have the right, right in each case at its the Borrower’s sole cost and expense, expense to investigate, and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at 7.6 and the Company’s expense, the Indemnitee Indemnified Person shall cooperate with all reasonable requests of the Company Borrower in connection therewith. Such Indemnitee ; provided that no right to defend or compromise such Claim shall not enter into a settlement or other compromise exist on the part of the Borrower with respect to any Indemnified Person if (1) an Event of Default shall have occurred and be continuing or (2) such Claim without would entail a significant risk to the prior written consent Lender of the Companyany criminal liability; provided, which consent shall not be unreasonably withheld or delayedfurther, unless such Indemnitee waives its that no right to compromise or settle such Claim shall exist unless the Borrower agrees in writing to pay the amount of such settlement or compromise. In any case in which any action, suit or proceeding is brought against any Indemnified Person in connection with any Claim, the Borrower may, and upon such Indemnified Person’s request will, at the Borrower’s expense resist and defend such action, suit or proceeding, or cause the same to be indemnified with respect resisted or defended by counsel selected by the Borrower and reasonably acceptable to such Claim under this Section 4.02Indemnified Person and, in the event of any failure by the Borrower to do so, the Borrower shall pay all costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by such Indemnified Person in connection with such action, suit or proceeding. Where the Company Borrower or the insurers under a policy of insurance maintained by the Company Borrower undertake the defense of an Indemnitee Indemnified Person with respect to a Claim, no additional legal fees or expenses of such Indemnitee Indemnified Person in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company Borrower or such insurers; provided, however, that if in the written opinion of counsel to such Indemnified Person an actual or potential material conflict exists where it is advisable for such Indemnified Person to be represented by separate counsel, the reasonable fees and expenses of any such separate counsel shall be paid by the Borrower. Subject to the requirements of any policy of insurance, an Indemnitee Indemnified Person may participate at its own expense in any judicial proceeding controlled by the Company Borrower pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the independent counsel appointed by the Company Borrower or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.027.6(f). Notwithstanding anything Nothing contained in this Section 7.6(f) shall be deemed to the contrary contained herein, the Company shall not under require an Indemnified Person to contest any circumstances be liable Claim or to assume responsibility for the fees and expenses or control of more than one counsel for all Indemniteesany judicial proceeding with respect thereto.

Claims Procedure. An Indemnitee (i) Except with respect to Third Party Claims covered by Section 15(e), any Buyer Indemnified Party or Seller Indemnified Party who wishes to make a claim for indemnification for a Loss pursuant to this Section 15 (an “Indemnified Party”) shall give written notice, as promptly notify the Company of any Claim as practicable, to which each Person from whom indemnification is sought; provided that the being claimed (an “Indemnifying Party”) in accordance with Section 22. Any failure to provide in providing such prompt notice in accordance with this Section 15(d), however, shall not release the Company Indemnifying Party from any of its obligations to indemnify hereunder, under this Section 15 except to the extent that the Company Indemnifying Party is materially prejudiced by such failure; provided, however, that failure or the Company’s indemnification obligations are increased as to assert a result of such failure. Such Indemnitee shall promptly submit claim prior to the Company expiration of the survival period for an applicable representation or warranty shall serve to bar the claim as specified in Section 15(a)(iv). Promptly after written notice of a claim has been provided as set forth above, the Indemnified Party shall supply the Indemnifying Party with all additional material information and documents the Indemnified Party has in its possession regarding such claim, together with all material information in such Indemnitee’s its possession to substantiate such request for payment regarding the amount of the Loss that the Indemnified Party asserts it has sustained or incurred, and shall provide reasonable access to the Company Indemnifying Party to inspect such other records and books in the possession of the Indemnified Party and relating to the claim and asserted Loss as the Company Indemnifying Party shall reasonably request. Subject The Indemnifying Party shall have a period of fifteen (15) days after receipt by the Indemnifying Party of such notice and such evidence to either (i) agree to the rights payment of insurers under policies the Loss to the Indemnified Party or (ii) contest the payment of insurance maintained the Loss. If the Indemnifying Party does not agree to or contests the payment of the Loss within such fifteen (15) day period, then the Indemnifying Party shall be deemed not to have accepted the Loss and the Parties shall negotiate in good faith to seek a resolution of such dispute for a thirty (30) day period and, if not resolved through negotiations during such period, then the parties shall be free to seek judicial remedies. If the Indemnifying Party agrees to the payment of the Loss within such fifteen (15) day period (or during such thirty (30) day dispute resolution period), then the Indemnifying Party shall, within five (5) Business Days after such agreement, pay, or cause to be paid, to the Indemnified Party the amount of the Loss that is payable pursuant to, and subject to the limitations set forth in, this Section 15. (ii) If a Buyer Indemnified Party is entitled to indemnification from a Seller Party for any Loss as provided above, satisfaction of such indemnification obligations of the Seller Parties will be effected (A) first, by reducing the principal amount of the Note, and (B) second if the principal balance of the Note (as and if previously adjusted) has been paid or if the principal balance of the Note is reduced to zero, by wire transfer in immediately available funds to an account specified by Buyer in writing for such purpose. (iii) If a Seller Indemnified Party is entitled to indemnification from Buyer for any Loss as provided above, satisfaction of such indemnification obligations of such Buyer will be effected by wire transfer of immediately available funds to an account or accounts designated in writing by the Company, the Company shall have the right, at its sole cost and expense, to investigate, and the right Seller Indemnified Party in its sole discretion to defend or compromise, any Claim writing for which indemnification is sought under this Section 4.02, and, at the Company’s expense, the Indemnitee shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemniteespurpose.

Claims Procedure. An Each Indemnitee shall promptly after such Indemnitee shall have Actual Knowledge thereof notify the Company Lessee of any Claim as to which indemnification is sought; provided provided, that the failure so to provide such prompt notice notify the Lessee shall not reduce or affect the Lessee's liability which it may have to such Indemnitee under this Section 9.1, and no payment hereunder by the Lessee to an Indemnitee shall be deemed to constitute a waiver or release the Company from of any of its obligations to indemnify hereunder, except to the extent right or remedy that the Company is prejudiced by Lessee may have against any such Indemnitee for actual damages resulting directly from such failure or the Company’s indemnification obligations are increased as a result delay of such failureIndemnitee to give the Lessee such notice. Such Any amount payable to any Indemnitee pursuant to this Section 9.1 and not being contested by the Lessee pursuant to this Section 9.1(e) shall promptly submit to the Company all additional information in be paid within thirty (30) days after receipt of such written demand therefor from such Indemnitee’s possession , accompanied by a certificate of such Indemnitee stating in reasonable detail the basis for the indemnification thereby sought and (if such Indemnitee is not a party hereto) an agreement to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained be bound by the Companyterms of this Section 9 as if such Indemnitee were such a party. The foregoing shall not, however, constitute an obligation to disclose confidential information of any kind without the execution of an appropriate confidentiality agreement. Promptly after the Lessee receives notification of such Claim accompanied by a written statement describing in reasonable detail the Claims which are the subject of and basis for such indemnity and the computation of the amount so payable, the Company Lessee shall, without affecting its obligations hereunder, notify such Indemnitee whether it intends to pay, object to, compromise or defend any matter involving the asserted liability of such Indemnitee. Any such contest shall be initiated within 30 days after the giving of such notice. The Lessee shall have the right to investigate and so long as no Significant Lease Default or Lease Event of Default shall have occurred and be continuing, the Lessee shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion discretion, to defend or compromisedefend, or, so long as the Lessee has acknowledged in writing its obligation to indemnify such Indemnitee with respect thereto, compromise any Claim for which indemnification is sought under this Section 4.029.1; provided that no such defense or compromise (i) is reasonably likely to involve any material danger of foreclosure, andsale, at forfeiture or loss of, or imposition of a Lien on any part of the Company’s expenseProject, the Project Site, the Project Document Interest, the Lessor Estate or the impairment of the Project or (ii) could result in any criminal liability being incurred by, or could reasonably be expected to have any material adverse effect on, such Indemnitee; provided, further, that no Claim shall be compromised by the Lessee on a basis that admits any criminal violation or gross negligence or willful misconduct on the part of such Indemnitee without the express written consent of such Indemnitee (which consent may be withheld by the Indemnitee in its sole discretion); and provided, further, that to the extent that other Claims unrelated to the transactions contemplated by the Operative Documents are part of the same proceeding involving such Claim, the Lessee may assume responsibility for the contest or compromise of such Claim only if the same may be and is severed from such other Claims (and each Indemnitee agrees to use reasonable efforts to obtain such a severance). If the Lessee elects, subject to the foregoing, to compromise or defend any such asserted liability, it may do so at its own expense and by counsel selected by it and reasonably satisfactory to such Indemnitee. Upon the Lessee's election to compromise or defend such asserted liability and notification to such Indemnitee of its intent to do so, such Indemnitee shall cooperate at the Lessee's expense with all reasonable requests of the Company Lessee in connection therewith. Such therewith and will provide the Lessee with all information not within the control of the Lessee as is reasonably available to such Indemnitee which the Lessee may reasonably request; provided, however, that such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayednot, unless otherwise required by Applicable Law, be obligated to disclose to the Lessee or any other Person, or permit the Lessee or any other Person to examine (i) any income tax returns of such Indemnitee waives its right or (ii) any confidential information or pricing information not generally accessible by the public possessed by such Indemnitee (and, in the event that any such information is made available, the Lessee shall treat such information as confidential and shall take all actions reasonably requested by such Indemnitee for purposes of obtaining a stipulation from all parties to be indemnified with respect to the related proceeding providing for the confidential treatment of such Claim under this Section 4.02information from all such parties). Where the Company Lessee, or the insurers under a policy of insurance maintained by the Company Lessee, undertake the defense of an such Indemnitee with respect to a ClaimClaim (with counsel reasonably satisfactory to such Indemnitee in the case of the Lessee or its Affiliates and without reservation of rights against such Indemnitee), no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company Lessee or such insurers. Subject to Notwithstanding the requirements of any policy of insuranceforegoing, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company Lessee pursuant to the preceding provisions; provided , but only to the extent that such party’s 's participation does not, not in the reasonable opinion of counsel to the counsel appointed by the Company or its insurers to conduct such proceedings, Lessee interfere with such control; and provided, however, that such party's participation shall does not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything 9.1; provided further, that if and to the contrary contained hereinextent that (i) such Indemnitee is advised by counsel in writing that an actual conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel or (ii) there is a material risk that such Indemnitee may be indicted or otherwise charged in a criminal complaint and such Indemnitee informs the Lessee that such Indemnitee desires to be represented by separate counsel, such Indemnitee shall have the Company shall not under any circumstances be liable for right to control its own defense of such Claim and the reasonable fees and expenses of more than one counsel such defense (including the reasonable fees and expenses of such separate counsel) shall be borne by the Lessee. No Indemnitee shall enter into any settlement or other compromise with respect to any Claim without the prior written consent of the Lessee unless (i) the Indemnitee waives its rights to indemnification hereunder or (ii) the Lessee has not acknowledged its indemnity obligation with respect thereto and there is a significant risk that a default judgment will be entered against such Indemnitee. Nothing contained in this Section 9.1(e) shall be deemed to require an Indemnitee to contest any Claim or to assume responsibility for or control of any judicial proceeding with respect thereto. The Lessee shall pay all Indemniteesamounts determined to be payable after such contest is completed within 15 days after the completion of such contest.

Claims Procedure. An Indemnitee shall promptly notify (a) Promptly after receipt by any indemnified Person of notice of the Company commencement or assertion of any Claim as or Proceeding by a third party or circumstances which, with the lapse of time, such indemnified Person believes is likely to which indemnification is sought; give rise to a Claim or Proceeding by a third party or of facts causing any indemnified Person to believe it has a Claim for breach hereunder (an “Asserted Liability”), such indemnified Person shall give prompt written notice thereof (the “Claims Notice”) to the relevant indemnifying Person, provided that in any event, such indemnified Person shall give the Claims Notice to the indemnifying Person no later than 30 days after becoming aware of such Asserted Liability. So long as the Claims Notice is given within the applicable survival period set forth in Section 4.1, the failure to provide such prompt notice so notify the indemnifying Person shall not release relieve the Company from any indemnifying Person of its obligations to indemnify or liability hereunder, except to the extent that the Company is prejudiced by such failure shall have actually prejudiced the indemnifying Person. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered. The indemnified Person and the Company’s indemnification obligations are increased indemnifying Person agree to keep each other reasonably appraised of any additional information concerning any Asserted Liability. (b) As to an Asserted Liability arising from a third-party action, the indemnifying Person shall be, subject to the limitations set forth in this Section 4.5, entitled to assume control of and appoint lead counsel for such defense only for so long as a result it conducts such defense with reasonable diligence. The indemnifying Person shall keep the indemnified Persons advised of the status of such failure. Such Indemnitee third-party action and the defense thereof on a reasonably current basis and shall promptly submit to consider in good faith the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained recommendations made by the Companyindemnified Persons with respect thereto. If the indemnifying Person assumes the control of the defense of any third-party action in accordance with the provisions of this Section 4.5, the Company indemnified Person shall have be entitled to participate in the rightdefense of any such third-party action and to employ, at its sole cost and expense, separate counsel of its choice for such purpose, it being understood, however, that the indemnifying Person shall continue to investigatecontrol such defense; provided that notwithstanding the foregoing, the indemnifying Person shall pay the reasonable costs and expenses of such defense (including reasonable attorneys’ fees and expenses) of the indemnified Persons if (x) the indemnified Person’s outside counsel shall have reasonably concluded and advised in writing (with a copy to the indemnifying Person) that there are defenses available to such indemnified Person that are different from or additional to those available to the indemnifying Person, or (y) the indemnified Person’s outside counsel shall have advised in writing (with a copy to the indemnifying Person) the indemnified Person that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel for the indemnifying Person and the right in its sole discretion to defend or compromiseindemnified Person. Notwithstanding the foregoing, any Claim for which indemnification is sought under this Section 4.02, and, at (i) the Company’s expense, the Indemnitee indemnifying Person shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without obtain the prior written consent of the Companyindemnified Person before entering into any settlement, which consent shall compromise, admission or acknowledgement of the validity of such Asserted Liability if the settlement requires an admission of guilt or wrongdoing on the party of the indemnified Person, subjects the indemnified Person to criminal liability or does not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be unconditionally release the indemnified Person from all liabilities and obligations with respect to such Claim under this Section 4.02. Where the Company Asserted Liability or the insurers under a policy of insurance maintained by settlement imposes injunctive or other equitable relief against, or any continuing obligation or payment requirement on, the Company undertake indemnified Person and (ii) the defense of an Indemnitee with respect indemnified Person shall be entitled to a Claimparticipate, no additional legal fees or expenses of such Indemnitee at its own cost and expense, in connection with the defense of such Claim Asserted Liability and to employ separate counsel of its choice for such purpose. (c) Each Party shall be indemnified hereunder unless such fees cooperate in the defense or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements prosecution of any policy of insuranceAsserted Liability arising from a third-party action and shall furnish or cause to be furnished such records, an Indemnitee may participate at its own expense in information and testimony (subject to any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that applicable confidentiality agreement), and attend such party’s participation does notconferences, in the opinion of the counsel appointed by the Company or its insurers to conduct such discovery proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided hearings, trials or appeals as may be reasonably requested in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemniteesconnection therewith.

Claims Procedure. An Indemnitee (a) All claims for indemnification under Section 13.1 or 13.2, or any other provision of this Agreement except as otherwise expressly provided in this Agreement, shall promptly be asserted and resolved pursuant to this Article XIII. Any Person claiming indemnification hereunder referred to as the "Indemnified Party" and any Person against whom such claims are asserted hereunder is hereinafter referred to as the "Indemnifying Party." In the event that any Losses are asserted against or sought to be collected from an Indemnified Party by a third party, said Indemnified Party shall with reasonable promptness provide to the Indemnifying Party a Claim Notice. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any such Losses if the Indemnified Party fails to notify the Company Indemnifying Party thereof in accordance with the provisions of any Claim as to which indemnification is sought; provided this Agreement in reasonably sufficient time so that the failure Indemnifying Party's ability to provide such prompt notice defend against the Losses is not prejudiced. The Indemnifying Party shall have 30 days from the personal delivery or receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not release it disputes the Company from any liability of its obligations to indemnify hereunder, except the Indemnifying Party to the extent Indemnified Party hereunder with respect to such Losses and/or (ii) whether or not it desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Losses; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party (and of which it shall have given notice and opportunity to comment to the Indemnifying Party) and not prejudicial to the Indemnifying Party. In the event that the Company is prejudiced by Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such failure or the Company’s indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the CompanyLosses, the Company Indemnifying Party shall have the rightright to defend all appropriate proceedings, and with counsel of its own choosing, which proceedings shall be promptly settled or prosecuted by them to a final conclusion. If the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense, to investigate, and . If requested by the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expenseIndemnifying Party, the Indemnitee shall Indemnified Party agrees to cooperate with all reasonable requests of the Company Indemnifying Party and its counsel in connection therewithcontesting any Losses that the Indemnifying Party elects to contest or, if appropriate and related to the claim in question, in making any counterclaim against the Person asserting the third party Losses, or any cross-complaint against any Person. Such Indemnitee shall not enter into a settlement No claim may be settled or other compromise with respect to any Claim otherwise compromised without the prior written consent of the CompanyIndemnifying Party. (b) The Indemnified Party shall provide reasonable assistance to the Indemnifying Party and provide access to its books, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where records and personnel as the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee Indemnifying Party reasonably requests in connection with the investigation or defense of the Losses. The Indemnifying Party shall promptly upon receipt of reasonable supporting documentation reimburse the Indemnified Party for out-of-pocket costs and expenses incurred by the latter in providing the requested assistance. (c) With regard to third party claims for which Buyer or Seller is entitled to indemnification under Section 13.1 or 13.2, such Claim indemnification shall be indemnified hereunder unless such fees paid by the Indemnifying Party upon: (i) the entry of an Order against the Indemnified Party and the expiration of any applicable appeal period; or expenses were incurred at (ii) a settlement with the written request consent of the Company or Indemnifying Party, provided that no such insurers. Subject consent need be obtained if the Indemnifying Party fails to respond to the requirements Claim Notice as provided in Section 13.4(a). Notwithstanding the foregoing but subject to Section 13.4(a), and provided that there is no dispute as to the applicability of any policy indemnification, expenses of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled counsel to the Indemnified Party shall be reimbursed on a current basis by the Company pursuant to the preceding provisions; provided that Indemnifying Party as if such party’s participation does not, in the opinion expenses are a liability of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all IndemniteesIndemnifying Party.

Claims Procedure. An Indemnitee shall Indemnified Person shall, after obtaining knowledge thereof, promptly notify the Company TILC of any Claim as to which indemnification is sought; provided provided, however, that the failure to provide give such prompt notice shall not release the Company TILC from any of its obligations to indemnify hereunderunder this Section 7.3, except (but only if TILC shall not have actual knowledge of such Claim) to the extent that Participation Agreement (TRLI 2001-1B) failure to give notice of any action, suit or proceeding against such Indemnified Person shall have a material adverse effect on TILC's ability to defend such Claim or recover proceeds under any insurance policies maintained by TILC or to the Company is prejudiced by such failure or the Company’s extent TILC's indemnification obligations are increased as a result of such failure. Such Indemnitee shall TILC shall, after obtaining knowledge thereof, promptly submit to the Company all additional information in notify each Indemnified Person of any indemnified Claim affecting such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably requestIndemnified Person. Subject to the rights provisions of insurers under policies of insurance maintained by the Companyfollowing paragraph, the Company TILC shall have the right, at its sole cost and expense, expense be entitled to investigatecontrol, and shall assume full responsibility for, the right in its sole discretion defense of such claim or liability; provided that TILC shall confirm to defend such Indemnified Person TILC's obligations to indemnify hereunder for such Claim, shall keep the Indemnified Person which is the subject of such proceeding fully apprised of the status of such proceeding and shall provide such Indemnified Person with all information with respect to such proceeding as such Indemnified Person shall reasonably request. To the extent that a Claim is made against TILC pursuant to this Section 7.3 at a time when an identical claim for indemnification arising from substantially similar facts and circumstances is being asserted against Lessee, TRMI and/or Trinity pursuant to this Section 7 or compromiseSection 4 of the Trinity Guaranty, any if TILC is entitled to control the defense of such Claim for which pursuant to this Section 7.3 and at the same time Lessee, TRMI and/or Trinity, as the case may be, is entitled to control the defense of such claim or liability pursuant to this Section 7 or Section 4 of the Trinity Guaranty, TILC's indemnification is sought obligations under this Section 4.027.3 shall not be reduced as a result of the inability of TILC to control the defense of such Claim where such inability to control the defense of such Claim is caused by the exercise by Lessee, andTRMI and/or Trinity, as applicable, of such Person's right to control the defense of such indemnified claim as provided by this Section 7 or Section 4 of the Trinity Guaranty. Notwithstanding any of the foregoing to the contrary, TILC shall not be entitled to control and assume responsibility for the defense of any Claim if (1) a Lease Event of Default shall have occurred and be continuing, (2) such proceeding will involve any material danger of the sale, forfeiture or loss of, or the creation of any Lien (other than any Lien permitted under the Operative Agreements or a Lien which is adequately bonded to the satisfaction of such Indemnified Person) on, any Unit or Pledged Unit, (3) in the good faith opinion of such Indemnified Person, there exists an actual or potential conflict of interest such that it is advisable for such Indemnified Person to retain control of such proceeding, (4) such Claim involves the possibility of criminal sanctions or liability to such Indemnified Person or (5) an Equity Insufficiency Circumstance shall exist. In the circumstances described in clauses (1) - (5), the Indemnified Person shall be entitled to control and assume responsibility for the defense of such claim or liability at the expense of TILC. In addition, any Indemnified Person may participate in any proceeding controlled by TILC pursuant to this Section 7.3, but only to the extent that such Person's participation does not in the reasonable opinion of counsel to TILC materially interfere with such control, at the Company’s its own expense, in respect of any such 75 Participation Agreement (TRLI 2001-1B) proceeding as to which TILC shall have acknowledged in writing its obligation to indemnify the Indemnitee shall cooperate with all reasonable requests Indemnified Person pursuant to this Section 7.3, and at the expense of the Company TILC in connection therewith. Such Indemnitee respect of any such proceeding as to which TILC shall not have so acknowledged its obligation to the Indemnified Person pursuant to this Section 7.3. TILC may in any event participate in all such proceedings at its own cost. Nothing contained in this Section 7.3(c) shall be deemed to require an Indemnified Person to contest any Claim or to assume responsibility for or control of any judicial proceeding with respect thereto. No Indemnified Person shall enter into a any settlement or other compromise with respect to any Claim without the prior written consent of TILC unless the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee Indemnified Person waives its right rights to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemniteeshereunder.

Claims Procedure. An Indemnitee (a) In the event that Buyer has made a determination that a Buyer Indemnified Party may have a right to indemnification under this ARTICLE VIII (other than a Third-Party Claim covered by Section 8.3(c) below), then Buyer (on behalf of such Buyer Indemnified Party) shall deliver to the Seller Representative a certificate (a “Claim Certificate”) (i) stating that a Buyer Indemnified Party has suffered or incurred, or reasonably anticipates that it may suffer or incur, Losses, and (ii) specifying in reasonable detail the basis for the claim(s), as well as the Losses relating thereto (which, if not determinable at such time, may be a reasonable good faith estimate thereof) (the aggregate amount of such Losses in a Claim Certificate being referred to as the “Claimed Amount”). Following delivery of the Claim Certificate to the Seller Representative, the Buyer shall give the Seller Representative (and the financial, accounting and legal advisors of the Seller Representative) reasonable access to (1) physical and electronic books and records of the Company related to the matters that are the subject of the Claim Certificate, and (2) the individuals who were responsible prior to the Closing for the matters that are the subject of the Claim Certificate. The Seller Representative shall have thirty (30) days after receipt of a Claim Certificate (the “Objection Period”) to deliver to Buyer a certificate (an “Objection Certificate”), pursuant to which the Seller Representative shall, on behalf of the Indemnifying Parties: (A) agree that Buyer Indemnified Party is entitled to receive all of the Claimed Amount (in which case, Buyer shall deduct from the Holdback Amount an amount equal to the Claimed Amount or the applicable portion thereof as determined by Buyer, and, if in whole or in part against the Indemnifying Parties, the Indemnifying Parties shall promptly cause to be paid to Buyer an amount equal to the product of (x) such Indemnifying Party’s Pro Rata Portion, multiplied by (y) the Claimed Amount), (B) agree that Buyer Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case, Buyer shall deduct from the Holdback Amount an amount equal to the Agreed Amount or the applicable portion thereof as determined by Buyer, and, if in whole or in part against the Indemnifying Parties, the Indemnifying Parties shall promptly cause to be paid to Buyer an amount equal to the product of (x) such Indemnifying Party’s Pro Rata Portion, multiplied by (y) the Agreed Amount), or (C) contest that Buyer Indemnified Party is entitled to receive any of the Claimed Amount and specify, in reasonable detail, any objections to the claims in such Claim Certificate or the Claimed Amount. If the Seller Representative fails to deliver an Objection Certificate within the Objection Period, then the Seller Representative shall be deemed, for and on behalf of the Indemnifying Parties, to agree that Buyer Indemnified Party is entitled to receive all of the Claimed Amount (which deemed agreement shall be deemed final, binding and conclusive with respect to all of the Indemnifying Parties) (in which case, Buyer shall deduct from the Holdback Amount an amount equal to the Claimed Amount or the applicable portion thereof as determined by Buyer, and, if in whole or in part against the Indemnifying Parties, the Indemnifying Parties shall promptly cause to be paid to Buyer an amount equal to the product of (x) such Indemnifying Party’s Pro Rata Portion, multiplied by (y) the Claimed Amount). (b) In addition to the foregoing, to the extent permitted under this ARTICLE VIII, any Buyer Indemnified Party may make a claim directly against the Indemnifying Parties. In the event a Buyer Indemnified Party pursues indemnity directly against the Indemnifying Parties, and provided the Indemnifying Parties are determined to be liable in accordance with this ARTICLE VIII, each Indemnifying Party shall promptly, and in no event later than ten (10) days after such determination, pay to Buyer an amount equal to the product of (x) such Indemnifying Party’s Pro Rata Portion, multiplied by (y) the aggregate amount of such Loss. In the event that any Indemnifying Party is required to pay a portion of any Claimed Amount or Agreed Amount directly to Buyer pursuant to Sections 8.3(a), 8.3(b) or 8.3(d), such Indemnifying Party shall satisfy such obligation in cash; provided, that such Indemnifying Party may substitute for cash the forfeiture to Buyer of up to a number of shares of Buyer Series B Common Stock then held by such Indemnifying Party with an aggregate value (as determined in accordance with Section 10.11) equal to the product of (x) the amount of such Indemnifying Party’s portion of such Loss, multiplied by (y) a fraction, the numerator of which is the aggregate value (as determined in accordance with Section 10.11) of the shares of Buyer Series B Common Stock received by such Indemnifying Party as part of the Total Consideration, and the denominator of which is the aggregate value of the portion of the Total Consideration received by such Indemnifying Party. (c) In the event that Buyer becomes aware of a third party claim (other than a claim that is the subject of a Claimed Amount or an Agreed Amount) (each, a “Third Party Claim”) which Buyer reasonably believes may result in a demand for indemnification pursuant to this ARTICLE VIII, Buyer shall notify the Company Seller Representative of such claim (the “Third Party Claim Notice”), and the Seller Representative shall be entitled on behalf of the Indemnifying Parties, at its sole option and expense, to participate in, but not to determine or conduct, the defense of such Third Party Claim; provided, however, that, for the sake of clarity, it is agreed that the Seller Representative shall not have the ability, without the prior written consent of Buyer, to petition, make any motion to, or take any other procedural action in connection with such Third Party Claim by or before, any Governmental Authority. The failure to so notify the Seller Representative shall not relieve the Indemnifying Parties of any Claim as to which indemnification is sought; provided that the failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunderliability, except to the extent the Seller Representative demonstrates that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result defense of such failureThird Party Claim is actually and materially prejudiced thereby. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Company, the Company Buyer shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or compromiseconduct the defense of, and to settle, any Claim for which indemnification is sought under this Section 4.02Third Party Claim; provided, andhowever, at that, in the Company’s expense, event that the Indemnitee shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, Seller Representative (which consent shall not be unreasonably withheld or delayed) is not obtained, no settlement of any such claim with third-party claimants will be determinative of the amount of Losses relating to such matter; provided, further, however, the consent of the Seller Representative with respect to any settlement of any such Third Party Claim shall be deemed to have been given unless the Seller Representative shall have objected within thirty (30) days after a written request for such Indemnitee waives its right consent by Buyer. In the event that the Seller Representative has consented to be indemnified or deemed to have consented to any such settlement, the Indemnifying Parties shall have no power or authority to object under any provision of this ARTICLE VIII to the amount of any claim by Buyer with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemniteessettlement.

Claims Procedure. An Indemnitee shall Indemnified Person shall, after obtaining knowledge thereof, promptly notify the Company TILC of any Claim as to which indemnification is sought; provided provided, however, that the failure to provide give such prompt notice shall not release the Company TILC from any of its obligations to indemnify hereunderunder this Section 7.3, except (but only if TILC shall not have actual knowledge of such Claim) to the extent that failure to give notice of any action, suit or proceeding against such Indemnified Person shall have a material adverse effect on TILC's ability to defend such Claim or recover proceeds under any insurance policies maintained by TILC or to the Company is prejudiced by such failure or the Company’s extent TILC's indemnification obligations are increased as a result of such failure. Such Indemnitee shall TILC shall, after obtaining knowledge thereof, promptly submit to the Company all additional information in notify each Indemnified Person of any indemnified Claim affecting such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably requestIndemnified Person. Subject to the rights provisions of insurers under policies of insurance maintained by the Companyfollowing paragraph, the Company TILC shall have the right, at its sole cost and expense, expense be entitled to investigateParticipation Agreement (TRLI 2001-1C) 84 control, and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expenseshall assume full responsibility for, the Indemnitee defense of such claim or liability; provided that TILC shall cooperate confirm to such Indemnified Person TILC's obligations to indemnify hereunder for such Claim, shall keep the Indemnified Person which is the subject of such proceeding fully apprised of the status of such proceeding and shall provide such Indemnified Person with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified information with respect to such proceeding as such Indemnified Person shall reasonably request. To the extent that a Claim under is made against TILC pursuant to this Section 4.02. Where 7.3 at a time when an identical claim for indemnification arising from substantially similar facts and circumstances is being asserted against Lessee, TRMI and/or Trinity pursuant to this Section 7 or Section 4 of the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect Trinity Guaranty, if TILC is entitled to a Claim, no additional legal fees or expenses of such Indemnitee in connection with control the defense of such Claim pursuant to this Section 7.3 and at the same time Lessee, TRMI and/or Trinity, as the case may be, is entitled to control the defense of such claim or liability pursuant to this Section 7 or Section 4 of the Trinity Guaranty, TILC's indemnification obligations under this Section 7.3 shall not be reduced as a result of the inability of TILC to control the defense of such Claim where such inability to control the defense of such Claim is caused by the exercise by Lessee, TRMI and/or Trinity, as applicable, of such Person's right to control the defense of such indemnified claim as provided by this Section 7 or Section 4 of the Trinity Guaranty. Notwithstanding any of the foregoing to the contrary, TILC shall not be entitled to control and assume responsibility for the defense of any Claim if (1) a Lease Event of Default shall have occurred and be continuing, (2) such proceeding will involve any material danger of the sale, forfeiture or loss of, or the creation of any Lien (other than any Lien permitted under the Operative Agreements or a Lien which is adequately bonded to the satisfaction of such Indemnified Person) on, any Unit or Pledged Unit, (3) in the good faith opinion of such Indemnified Person, there exists an actual or potential conflict of interest such that it is advisable for such Indemnified Person to retain control of such proceeding, (4) such Claim involves the possibility of criminal sanctions or liability to such Indemnified Person or (5) an Equity Insufficiency Circumstance shall exist. In the circumstances described in clauses (1) - (5), the Indemnified Person shall be indemnified hereunder unless entitled to control and assume responsibility for the defense of such fees claim or expenses were incurred liability at the written request expense of the Company or such insurersTILC. Subject to the requirements of In addition, any policy of insurance, an Indemnitee Indemnified Person may participate at its own expense in any judicial proceeding controlled by the Company TILC pursuant to this Section 7.3, but only to the preceding provisions; provided extent that such party’s Person's participation does not, not in the reasonable opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, TILC materially interfere with such control; , at its own expense, in respect of any such proceeding as to which TILC shall have acknowledged in writing its obligation to indemnify the Indemnified Person pursuant to this Section 7.3, and at the expense of TILC in respect of any such participation proceeding as to which TILC shall not constitute a waiver of have so acknowledged its obligation to the indemnification provided Indemnified Person pursuant to this Section 7.3. TILC may in any event participate in all such proceedings at its own cost. Nothing contained in this Section 4.02. Notwithstanding anything 7.3(c) shall be deemed to the contrary contained herein, the Company shall not under require an Indemnified Person to contest any circumstances be liable Claim or to assume responsibility for the fees and expenses or control of more than one counsel for all Indemnitees.any judicial proceeding with respect Participation Agreement (TRLI 2001-1C)

Claims Procedure. An Indemnitee All claims for indemnification by an Indemnified Party against an Indemnifying Party pursuant to this Section 7 shall promptly be asserted and resolved as set forth in this Section 7.4. As soon as reasonably practicable after becoming aware of a claim for indemnification under this Agreement (including the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto for which indemnity may be sought under this Agreement), an Indemnified Party shall promptly, but in no event more than 30 days after such Indemnified Party becomes aware of such claim, notify the Company Indemnifying Party of any Claim as to which indemnification is sought; provided that such claim and the failure to provide such prompt notice shall not release amount or the Company from any of its obligations to indemnify hereunder, except estimated amount thereof to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Company, the Company shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or compromise, any Claim for then feasible (which indemnification is sought under this Section 4.02, and, at the Company’s expense, the Indemnitee shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent estimate shall not be unreasonably withheld or delayedconclusive of the final amount of such claim) (the "Claim Notice"); provided, unless such Indemnitee waives its however, that the right of an Indemnified Party to be indemnified hereunder shall not be adversely affected by such Party's failure to give such Claim Notice unless, and then only to the extent that, an Indemnifying Party is prejudiced thereby. The Indemnifying Party shall have 30 days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not the Indemnifying Party disputes its liability to the Indemnified Party hereunder with respect to such Claim under this Section 4.02claim and (ii) if such claim involves a third-party claim, whether or not the Indemnifying Party desires to defend the Indemnified Party against such claim. Where If the Company or Indemnifying Party does not dispute its liability for such claim in writing within the insurers under a policy Notice Period, then the Indemnified Party shall be entitled to recover from the Indemnifying Party the amount of insurance maintained such claim on an as-incurred basis, following the receipt by the Company undertake Indemnifying Party of documentation providing in reasonable detail a description of the defense costs and other Damages for which the Indemnified Party is seeking indemnification (including, where practicable, receipts or other proofs of an Indemnitee with respect to a Claim, no additional legal fees or expenses payment of such Indemnitee in connection with amounts); provided, however, if the defense Indemnifying Party agrees that it has an indemnification obligation, but disputes the amount of such Claim its obligation, then the Indemnified Party shall be indemnified hereunder unless such fees or expenses were incurred at entitled so to recover from the written request of Indemnifying Party the Company or such insurers. Subject amount not in dispute, without prejudice to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable Indemnified Party's claim for the fees and expenses of more than one counsel for all Indemniteesamount in dispute.

Claims Procedure. An Indemnitee shall Indemnified Person shall, after obtaining knowledge thereof, promptly notify the Company Lessee of any Claim as to which indemnification is sought; provided provided, however, that the failure to provide give such prompt notice shall not release the Company Lessee from any of its obligations to indemnify hereunderunder this Section 7.2, except (but only if neither the Lessee nor TILC shall have actual knowledge of such Claim) to the extent that failure to give notice of any action, suit or proceeding against such Indemnified Person shall have a material adverse effect on Lessee's ability to defend such Claim or recover proceeds under any insurance policies maintained by the Company is prejudiced by such failure Lessee or to the Company’s extent Lessee's indemnification obligations are increased as a result of such failure. Such Indemnitee shall The Lessee shall, after obtaining knowledge thereof, promptly submit to the Company all additional information in notify each Indemnified Person of any indemnified Claim affecting such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably requestIndemnified Person. Subject to the rights provisions of insurers under policies of insurance maintained by the Companyfollowing paragraph, the Company Lessee shall have the right, at its sole cost and expense, expense be entitled to investigatecontrol, and shall assume full responsibility for, Participation Agreement (TRLI 2001-1A) 74 the right in its sole discretion defense of such claim or liability; provided that the Lessee shall confirm to defend such Indemnified Person Lessee's obligations to indemnify hereunder for such Claim, shall keep the Indemnified Person which is the subject of such proceeding fully apprised of the status of such proceeding and shall provide such Indemnified Person with all information with respect to such proceeding as such Indemnified Person shall reasonably request. To the extent that a Claim is made against Lessee pursuant to this Section 7.2 at a time when an identical claim for indemnification arising from substantially similar facts and circumstances is being asserted against TILC, TRMI and/or Trinity pursuant to this Section 7 or compromiseSection 4 of the Trinity Guaranty, any if Lessee is entitled to control the defense of such Claim for which pursuant to this Section 7.2 and at the same time TILC, TRMI and/or Trinity, as the case may be, is entitled to control the defense of such claim or liability pursuant to this Section 7 or Section 4 of the Trinity Guaranty, Lessee's indemnification is sought obligations under this Section 4.027.2 shall not be reduced as a result of the inability of Lessee to control the defense of such Claim where such inability to control the defense of such Claim is caused by the exercise by TILC, andTRMI and/or Trinity, as applicable, of such Person's right to control the defense of such indemnified claim as provided by this Section 7 or Section 4 of the Trinity Guaranty. Notwithstanding any of the foregoing to the contrary, the Lessee shall not be entitled to control and assume responsibility for the defense of any Claim if (1) a Lease Event of Default shall have occurred and be continuing, (2) such proceeding will involve any material danger of the sale, forfeiture or loss of, or the creation of any Lien (other than any Lien permitted under the Operative Agreements or a Lien which is adequately bonded to the satisfaction of such Indemnified Person) on, any Unit or Pledged Unit, (3) in the good faith opinion of such Indemnified Person, there exists an actual or potential conflict of interest such that it is advisable for such Indemnified Person to retain control of such proceeding, (4) such Claim involves the possibility of criminal sanctions or liability to such Indemnified Person or (5) an Equity Insufficiency Circumstance shall exist. In the circumstances described in clauses (1) - (5), the Indemnified Person shall be entitled to control and assume responsibility for the defense of such claim or liability at the expense of the Lessee. In addition, any Indemnified Person may participate in any proceeding controlled by the Lessee pursuant to this Section 7.2, but only to the extent that such Person's participation does not in the reasonable opinion of counsel to the Lessee materially interfere with such control, at the Company’s its own expense, in respect of any such proceeding as to which the Indemnitee Lessee shall cooperate with all reasonable requests have acknowledged in writing its obligation to indemnify the Indemnified Person pursuant to this Section 7.2, and at the expense of the Company Lessee in connection therewith. Such Indemnitee respect of any such proceeding as to which the Lessee shall not have so acknowledged its obligation to the Indemnified Person pursuant to this Section 7.2. The Lessee may in any event participate in all such proceedings at its own cost. Nothing contained in this Section 7.2(f) shall be deemed to require an Indemnified Person to contest any Claim or to assume responsibility for or control of any judicial Participation Agreement (TRLI 2001-1A) 75 proceeding with respect thereto. No Indemnified Person shall enter into a any settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, Lessee unless such Indemnitee the Indemnified Person waives its right rights to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemniteeshereunder.

Claims Procedure. An Indemnitee If a claim for Liabilities (a “Claim”) is to be made by a Person entitled to indemnification hereunder (the “Indemnified Person”) against a Party responsible for indemnification hereunder (the “Indemnifying Party”), the Indemnified Person shall promptly notify give written notice of such Claim (a “Claim Notice”) to the Company Indemnifying Party as soon as practicable after the Indemnified Person becomes aware of any Claim as fact, condition or event which may give rise to Liabilities for which indemnification is sought; provided may be sought under the General Terms, provided, however, that no delay on the failure to provide such prompt notice part of an Indemnified Person in notifying the Indemnifying Party shall not release relieve the Company Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby actually prejudiced. If any lawsuit or enforcement action is filed against Indemnified Person, written notice thereof shall be given to the Indemnifying Party as promptly as practicable (and in any event within [***] after the service of the citation or summons). The Indemnifying Party shall be entitled, if it so elects, (i) to defend such lawsuit or action, (ii) to employ and engage attorneys of its obligations own choice to indemnify hereunder, except to handle and defend the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Company, the Company shall have the rightsame, at its the Indemnifying Party’s sole cost cost, risk and expense, and (iii) to investigatecompromise or settle such Claim, and which compromise or settlement shall be made only with the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expense, the Indemnitee shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the CompanyIndemnified Person (which may not be unreasonably withheld), unless such compromise or settlement includes an unconditional release of any claims against the Indemnified Person and does not involve any stipulation, judgment or injunction against the Indemnified Person, in which event such written consent of the Indemnified Person shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right required. If the Indemnifying Party fails to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with assume the defense of such Claim within [***] after receipt of the Claim Notice, the Indemnified Person against which such Claim has been asserted shall be indemnified hereunder unless (upon delivering notice to such fees or expenses were incurred effect to the Indemnifying Party) have the right to undertake, at the written request Indemnifying Party’s cost and expense, the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the Company or such insurersIndemnifying Party. Subject to In the requirements event the Indemnified Person assumes the defense of the Claim, the Indemnified Person will keep the Indemnifying Party reasonably informed of the progress of any policy of insurancesuch defense, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company compromise or its insurers to conduct such proceedings, interfere with such control; and such participation settlement. The Indemnifying Party shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for any settlement of any action effected pursuant to and in accordance with the fees General Terms and expenses for any final judgment (subject to any right of more than one counsel for all Indemniteesappeal), and the Indemnifying Party agrees to indemnify and hold harmless the Indemnified Person from and against any Liabilities by reason of such settlement or judgment.

Claims Procedure. An Indemnitee shall promptly notify Promptly after the Company receipt by any indemnified party (the “Indemnitee”) of notice of the commencement of any Claim as action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to which indemnification is sought; provided that this Section 6, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to provide give such prompt notice shall not release the Company from relieve any Indemnifying Party of any of its indemnification obligations to indemnify hereundercontained in this Section 6, except where, and solely to the extent that the Company is prejudiced by that, such failure actually and materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the Company’s indemnification obligations are increased right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Company, the Company shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought Indemnifying Party under this Section 4.02, and, at 6 or if a conflict of interest exists between Indemnitee and the Company’s expenseIndemnifying Party, the Indemnitee shall cooperate with all reasonable requests of have the Company in connection therewith. Such Indemnitee shall not enter into a right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or other compromise with respect shall not, unless consented to any Claim without the prior written consent of the Companyin writing by such Indemnifying Party, which consent shall not be unreasonably withheld withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or delayedcompromise of, unless any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee waives its shall have the right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee participate in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred asserted liability at the written request Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Section 6 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the Company settlement or compromise of such insurersclaim. Subject An Indemnitee’s failure to supply such final court judgment or decree or the requirements terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided obligations contained in this Section 4.02. Notwithstanding anything 6, except where, and solely to the contrary contained hereinextent that, such failure actually and materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Company Indemnifying Party shall not under any circumstances be liable for have the fees and expenses right to settle the claim only with the consent of more than one counsel for all Indemniteesthe Indemnitee.

Claims Procedure. An Indemnitee (a) If a party to this Agreement ("CLAIMING PARTY") learns of a circumstance giving rise to a claim for another party to this Agreement ("PERFORMING PARTY") to make payment, performance, or indemnity under this Agreement, then the Claiming Party shall promptly notify give the Company of any Claim as to which indemnification is sought; provided that Performing Party written notice thereof within a reasonable time considering the failure to provide such prompt circumstances. No delay in giving notice shall not release the Company from any of its obligations to indemnify hereunder, except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as Performing Party shall work a result forfeiture of such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers Claiming Party or shall limit the Performing Party's obligations under policies this Agreement. If, however, a delay in giving notice within a reasonable time prejudices the Performing Party and materially impairs its ability to mitigate loss, then the Performing Party shall have no obligation to pay that part of insurance maintained a loss caused by the Companydelay. (b) The Performing Party shall defend, the Company and shall have the rightright to settle, claims or suits by third parties that are payable or that are to be indemnified by the Performing Party under this Agreement. The Claiming Party shall reasonably cooperate with the Performing Party in the defense of claims and suits that the Performing Party defends, and the Performing Party shall reimburse the Claiming Party for out-of-pocket expenses incurred in cooperating at its the Performing Party's request. The Claiming Party shall not settle such claims or suits defended by the Performing Party without the Performing Party's prior consent, which shall not be unreasonably withheld. The Claiming Party shall have the right to approve defense counsel selected by the Performing Party, which approval shall not be unreasonably withheld, and the right fully to participate in the defense of such claims and suits at the Claiming Party's sole cost and expense, to investigate, and . The Claiming Party shall have the right in its sole discretion to defend and settle claims or compromise, suits without prejudice to any Claim for which indemnification is sought of their rights against the Performing Party under this Section 4.02, and, at Agreement if the Company’s expense, the Indemnitee shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement Performing Party declines or other compromise with respect is unable to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect a claim or suit within a reasonable time after the Performing Party's receipt of notice thereof. If the Performing Party disputes the Claiming Party's entitlement to indemnity and asserts the right to defend a Claimclaim or suit, no additional legal fees and if the Claiming Party reasonably believes that the Performing Party's control of the defense of a claim or expenses of suit might prejudice the Claiming Party, then the Claiming Party shall have the right to defend such Indemnitee claim or suit. Performing Party shall have the right fully to participate in connection with the defense of such Claim shall be indemnified hereunder unless such fees claim or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurancesuit, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation Claiming Party shall not constitute a waiver of settle such claim or suit without the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained hereinPerforming Party's prior consent, the Company which Performing Party shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemniteesunreasonably withhold.

Claims Procedure. An Indemnitee shall promptly notify the Company Indemnified Person shall, upon becoming aware of any Claim as to for which indemnification is sought, promptly notify Lessee of such Claim; provided that provided, however, that, notwithstanding the last sentence of Section 21.2(b), the failure to provide give such prompt notice shall not release the Company Lessee from any of its obligations to indemnify hereunderunder this Section 21, except to the extent that the Company is prejudiced by such failure to give notice shall have a material adverse effect on Lessee’s ability to defend such claim or the Company’s indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably requestrecover proceeds under any insurance policies maintained by Lessee. Subject to the rights of insurers under policies of insurance maintained by the CompanyLessee, the Company Lessee shall have the right, right in each case at its Lessee’s sole cost and expense, expense to investigate, and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at 21.2 and the Company’s expense, the Indemnitee Indemnified Person shall cooperate with all reasonable requests of the Company Lessee in connection therewith. Such Indemnitee ; provided that no right to defend or compromise such Claim shall not enter into a settlement or other compromise exist on the part of Lessee with respect to any Indemnified Person if (1) a Specified Default or Event of Default shall have occurred and be continuing or (2) such Claim without the prior written consent would entail a significant risk to Lessor or any Affiliate thereof of the Companyany criminal liability; provided, which consent shall not be unreasonably withheld or delayedfurther, unless such Indemnitee waives its that no right to compromise or settle such Claim shall exist unless Lessee agrees in writing to pay the amount of such settlement or compromise. In any case in which any action, suit or proceeding is brought against any Indemnified Person in connection with any Claim, Lessee may, and upon such Indemnified Person’s request will, at Lessee’s expense resist and defend such action, suit or proceeding, or cause the same to be indemnified with respect resisted or defended by counsel selected by Lessee and reasonably acceptable to such Claim under this Section 4.02Indemnified Person and, in the event of any failure by Lessee to do so, Lessee shall pay all costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by such Indemnified Person in connection with such action, suit or proceeding. Where the Company Lessee or the insurers under a policy of insurance maintained by the Company Lessee undertake the defense of an Indemnitee Indemnified Person with respect to a Claim, no additional legal fees or expenses of such Indemnitee Indemnified Person in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company Lessee or such insurers; provided, however, that if in the written opinion of counsel to such Indemnified Person an actual or potential material conflict exists where it is advisable for such Indemnified Person to be represented by separate counsel, the reasonable fees and expenses of any such separate counsel shall be paid by Lessee. Subject to the 31 requirements of any policy of insurance, an Indemnitee Indemnified Person may participate at its own expense in any judicial proceeding controlled by the Company Lessee pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the independent counsel appointed by the Company Lessee or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.0221.2(f). Notwithstanding anything Nothing contained in this Section 21.2(f) shall be deemed to the contrary contained herein, the Company shall not under require an Indemnified Person to contest any circumstances be liable Claim or to assume responsibility for the fees and expenses or control of more than one counsel for all Indemniteesany judicial proceeding with respect thereto.

Claims Procedure. An Indemnitee shall promptly notify Promptly after the Company receipt by any Indemnified Party of notice of the commencement of any Claim as action or proceeding against such Indemnified Party, such Indemnified Party shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to which indemnification is sought; provided that this Article X, give such Indemnifying Party written notice of the failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result commencement of such failure. Such Indemnitee shall promptly submit to the Company action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Company, the Company shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expense, the Indemnitee shall cooperate with all reasonable requests of the Company legal pleadings in connection therewith. Such Indemnitee The failure to give such notice shall not enter into relieve any Indemnifying Party of any of its indemnification obligations contained in this Article X, except where, and solely to the extent that, such failure adversely affects or prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have the right to defend, at his or its own expense and by his or its own counsel reasonably acceptable to the Indemnified Party, any such matter involving the asserted liability of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to participate in the defense or such asserted liability at the Indemnified Party’s own expense. In any event, the Indemnified Party, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnified Party shall have the right to participate in the defense of such asserted liability at the Indemnified Party’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, in accordance with the provisions hereof, or if the Indemnifying Party discontinues the diligent and timely conduct thereof, any of the Indemnified Parties may undertake such defense and the Indemnifying Party shall be responsible for reimbursing the Indemnified Parties for their reasonable legal fees and expenses in connection therewith as and when such fees and expenses are incurred by them. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the sole right to settle the claim, subject to obtaining the consent of the Indemnified Party, which consent will not unreasonably be withheld or delayed; provided, however, that if the Indemnified Party shall fail to consent to the settlement of such a claim by the Indemnifying Party, which settlement or other compromise (i) the claimant has indicated it will accept, and (ii) includes an unconditional release of the Indemnified Party by the claimant and imposes no restrictions on the future activities of the Indemnified Party and its affiliates, the Indemnifying Party shall have no liability with respect to any Claim payment required to be made to such claimant in respect of such claim. If the Indemnified Party is defending the claim as set forth above, the Indemnified Party shall have the right to settle or compromise any claim against it after consultation with, but without the necessity of obtaining the prior written consent of the Companyapproval of, any Indemnifying Party, provided, however, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which consent shall not be unreasonably withheld or delayedwithheld, unless such Indemnitee waives its right be conclusive as to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses liability of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject Indemnifying Party to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all IndemniteesIndemnified Party.

Claims Procedure. An Indemnitee Any party seeking indemnification under this Section 10.2 (an “Indemnified Party”) shall give to the party or parties from whom indemnification is being sought (an “Indemnifying Party”) written notice (a “Claim Notice”) promptly notify the Company after becoming aware of any Claim as to which indemnification is sought; provided that the failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunderfact, except to the extent that the Company is prejudiced by such failure condition or the Company’s indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Company, the Company shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or compromise, any Claim event for which indemnification is might be sought under this Section 4.0210.2, andwhich Claim Notice shall (i) specify in reasonable detail all relevant facts, at conditions and events; (ii) identify the Company’s expense, the Indemnitee shall cooperate with all reasonable requests specific provisions of this Agreement which give rise to such indemnification right; (iii) include a good-faith estimate of the Company amount of Damages for which the Indemnified Party is seeking indemnification from the Indemnifying Party, calculated in connection therewith. Such Indemnitee accordance with Sections 10.2(f) and 10.3, and (iv) include copies of any written evidence thereof and third party correspondence related thereto; provided, that in the case of an Indemnified Party that is a Parent Indemnified Party, “Indemnifying Party” shall not enter into a settlement or other compromise with respect be deemed to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where mean the Company Stockholders’ Representative solely in its capacity as the Company Stockholders’ Representative, and in the case of an Indemnifying Party that is either Parent or the insurers under a policy of insurance maintained Surviving Corporation, “Indemnified Party” shall be deemed to mean the Company Stockholders’ Representative solely in its capacity as the Company Stockholders’ Representative; provided, further, that the immediately preceding proviso refers solely to notices and procedural actions taken by the Company undertake Stockholders’ Representative on the defense of an Indemnitee with respect Equity Holders’ behalf, and does not in any way mean that (i) the Company Stockholders’ Representative itself is indemnifying (or has any liability whatsoever to) any Person, (ii) any funds will be paid directly to or from the Company Stockholders’ Representative or (iii) the Company Stockholders’ Representative has any obligation to solicit or collect funds from the Equity Holders for payment to a ClaimParent Indemnified Party. If the Indemnifying Party does not notify the Indemnified Party in writing within thirty (30) days from its receipt of a Claim Notice that the Indemnifying Party disputes such claim, no additional legal fees or expenses the Indemnifying Party shall be deemed to have accepted and agreed to indemnify the Indemnified Party from and against the entirety of such Indemnitee any Damages described in connection with the defense of such Claim Notice. If the Indemnifying Party has delivered an indemnity dispute notice to the Indemnified Party, the Indemnifying Party and the Indemnified Party shall be indemnified hereunder unless proceed in good faith to negotiate a resolution to such fees or expenses were incurred at dispute. If the written request Indemnifying Party and the Indemnified Party cannot resolve such dispute within sixty (60) days after delivery of the Company or indemnity dispute notice, such insurersdispute may be resolved by litigation in an appropriate court of competent jurisdiction in accordance with Section 11.11. Subject Following the delivery of a Claim Notice to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained hereinStockholders’ Representative, the Company Stockholders’ Representative and its Representatives shall be given all such access (including electronic access, to the extent available), as the Company Stockholders’ Representative may reasonably request, to the books and records of the Surviving Corporation, and reasonable access to such personnel or representatives of the Surviving Corporation and Parent, including but not under any circumstances be liable limited to the individuals responsible for the fees and expenses matters that are the subject of more than one counsel the Claim Notice, as the Company Stockholders’ Representative may reasonably require for all Indemniteesthe purposes of investigating or resolving any disputes or responding to any matters or inquiries raised in the Claim Notice.

Claims Procedure. An Indemnitee shall promptly 9.1 In the event of the Purchasers becoming aware of any claim or any matter which may involve the Vendors or Warrantors in liability for breach of the Warranties or the Indemnities (in this Clause, a "Claim"), the Purchasers will notify the Company relevant Vendors in writing as soon as reasonably practicable after becoming aware of any the same and shall provide reasonable details of the facts and circumstances of the Claim as shall then be known to the Purchasers. 9.2 In the case of a Claim resulting from a claim made or which indemnification is sought; may be made by a third party (in this Clause, a "Third Party Claim") the relevant Vendors shall within 10 Business Days of having received notice thereof pursuant to Clause 9.1 intimate in writing to the Purchasers whether or not the relevant Vendors desire to conduct the defence of such Third Party Claim. 9.3 If the relevant Vendors do not give timeous notice in accordance with Clause 9.2, the relevant Vendors shall be deemed to have given notice in accordance with such Clause that they do not wish to conduct the defence of such Third Party Claim. Always provided 20 20 that where the relevant Vendors do not give timeous notice in accordance with Clause 9.2 any dispute relating to such Third Party Claim shall be conducted by the Purchasers but the Purchasers shall keep the relevant Vendors informed on a reasonable basis as may be requested from time to time. 9.4 If the relevant Vendors have given timeous notice that the failure relevant Vendors desire to provide conduct the defence of a Third Party Claim then: 9.4.1 the Purchasers shall and shall procure (to the extent then within their power) that each Target Group Company shall take such prompt notice lawful action as the relevant Vendors may reasonably request to avoid, dispute, resist, appeal, compromise or defend the Third Party Claim subject to the Purchasers and each Target Group Company being specifically indemnified and secured to their reasonable satisfaction against any Losses which they or any of them may thereby incur; 9.4.2 the relevant Vendors shall fully and effectually indemnify and secure the Purchasers and each relevant Target Group Company to its satisfaction against any and all Losses which they may incur as a result of such Third Party Claim and the defence thereof and hereby undertake that they shall meet in full, without recourse to the Purchasers or any Target Group Company, the full amount of such Third Party Claim and the whole costs and expenses of the Purchasers and the Company in defending the same including without prejudice any professional or other costs incurred by any or each of them in being advised with regard thereto; 9.4.3 the relevant Vendors shall from time to time and 21 21 forthwith upon the request of the Purchasers keep the Purchasers fully informed of the conduct of and any negotiations relating to the defence of such Third Party Claim. 9.5 If the relevant Vendors have intimated or are deemed to have intimated that they do not wish to defend any Third Party Claim, the Purchasers and each relevant Target Group Company may take such action as they see fit with regard thereto provided that, although the relevant Vendors shall not release be deemed to have admitted any liability to the Purchasers with regard to such Third Party Claim subject as aforesaid, the liability of the relevant Vendors shall not be diminished or extinguished on the grounds that the Purchasers or the Company from took or ought to have taken or omitted to take any action with regard to such Third Party Claim 9.6 The Purchasers shall be entitled to refuse to allow the Vendors to take over the conduct of its obligations a Third Party Claim under Clause 9.2, and shall be entitled to indemnify hereunderrefuse to comply with a request made by the relevant Vendors in relation to a Third Party Claim if it is reasonable for the Purchasers to exercise such right of refusal taking into account the likelihood of success of the Third Party Claim and any material damage likely to be caused to the goodwill of the Target Group's business, except but to the extent that the Company is relevant Vendors are prejudiced by any such failure or refusal, they shall be relieved of the Company’s indemnification obligations are increased as a result liability which they would otherwise have had under the terms of this Agreement provided that in the event that the relevant Vendor does not agree that it is reasonable for the Purchasers to exercise such failure. Such Indemnitee shall promptly submit to right of refusal on the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to basis of the Company as likelihood of success of the Company shall reasonably request. Subject to Third Party Claim the rights of insurers under policies of insurance maintained by the Company, the Company shall have the right, at its sole cost and expense, to investigate, relevant Vendor and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, Purchasers shall at the Company’s expense, the Indemnitee shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company relevant Vendor remit to a Queen's Counsel (to be agreed by the 22 22 parties) the question of whether or not there is a reasonable prospect of defending the Third Party Claim. In the event that such insurersQueen's Counsel is of the opinion that there is a reasonable prospect of successfully defending the Third Party Claim, the Purchasers will not be entitled to refuse to comply with the relevant request on the grounds that defence is unlikely to succeed. Subject In the event that such Queen's Counsel is of the opinion that there is no reasonable prospect of successfully defending the Third Party Claim, the Vendors will not be so relieved of such liability. 9.7 For the avoidance of doubt, should the Purchasers fail to give notice of a claim as soon as reasonably practicable as required by Clause 9.1, the relevant Vendors shall (without prejudice to paragraphs 4 and 5 of Part 6 of the Schedule) not be absolved or released of liability but shall be entitled to claim a reduction (up to 100%) in liability they would otherwise have, to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled extent that they are prejudiced by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion delay of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all IndemniteesPurchasers.

Claims Procedure. An Indemnitee (a) If any Parent Indemnified Party or Seller Indemnified Party (an “Indemnified Party”) becomes aware of any fact, matter or circumstance that has given or may reasonably be expected to give rise to a claim for indemnification under this Article X, the Indemnified Party shall promptly notify the Company Equityholders’ Representative (if such notice is sent by a Parent Indemnified Party) or Parent (if such notice is sent by a Seller Indemnified Party) (such party to be notified hereunder, the “Indemnifying Party”) in writing of any claim (such notice, a “Claim as to Notice”) in respect of which indemnification is sought; provided indemnity may be sought under this Article X, that the applicable Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, whether by litigation, by arbitration, as a result of an investigation, or otherwise (each, a “Third Party Claim”)), setting out (i) the provisions under this Agreement on which such claim is based, (ii) to the extent reasonably ascertainable, its estimate of the amount of Losses which are, or are to be, the subject of the claim and (iii) such other information as is reasonably necessary to enable the Indemnifying Party to assess the merits of the claim, and the Indemnified Party shall keep the Indemnifying Party reasonably and promptly informed of any developments (including additional information which may become available to it) in respect of such facts, matters or circumstances; provided, however, that any failure to provide or delay in providing such prompt notice Claim Notice shall not release the Company Indemnifying Party from any of its obligations to indemnify hereunder, under this Article X except to the extent that the Company Indemnifying Party is adversely affected or prejudiced by such failure or delay. (b) The Indemnified Party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate with and assist the Company’s indemnification obligations are increased as Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in defending against a result Third-Party Claim. In connection with any fact, matter, event or circumstance that may give rise to a claim against any Indemnifying Party under this Agreement, the Indemnified Party shall, and shall cause its Affiliates and Representatives to, ensure that it or they shall (i) preserve all material evidence relevant to the claim to the extent within its control, (ii) allow the Indemnifying Party to investigate the fact, matter, event or circumstance alleged to give rise to such claim and whether and to what extent any amount is payable in respect of such failure. Such Indemnitee shall promptly submit claim, (iii) disclose to the Company Indemnifying Party all additional information in such Indemnitee’s possession to substantiate such request for payment material of which it is aware which relates to the Company as the Company shall reasonably request. Subject claim and provide all such information and assistance, including reasonable access to the rights of insurers under policies of insurance maintained by the Company, the Company shall have the right, at its sole cost premises and expense, to investigatepersonnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as the Indemnifying Party may reasonably request, subject to the Indemnifying Party agreeing to keep all such information confidential and to use it only for the purpose of investigating and defending the claim in its sole discretion question (except that the Indemnifying Party will not be required to defend keep any such information confidential to the extent disclosure may be required by applicable Law or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at to the Company’s expense, the Indemnitee shall cooperate with all reasonable requests of the Company extent disclosure may be reasonably necessary or desirable in connection therewith. Such Indemnitee with investigating or defending the claim in question); provided that the foregoing shall not enter into require the Indemnified Party, or its Affiliates or Representatives, to disclose any documents or information that may be reasonably expected to result in a settlement violation of applicable Law or the loss or waiver of any attorney-client, work product or similar legal privilege; provided, further, that the Indemnified Party and the Indemnifying Party, and their respective Affiliates or Representatives, shall work in good faith to put in place appropriate substitute disclosure arrangements to permit such disclosure without such violation, loss or waiver. The Indemnified Party and the Indemnifying Party shall keep each other compromise reasonably informed with respect to any the status of such Third-Party Claim. (c) Upon receipt of a Claim without Notice for indemnity from an Indemnified Party pursuant to Section 10.4(a) in respect of a Third-Party Claim, the prior written consent Indemnifying Party may, by notice to the Indemnified Party delivered within twenty (20) Business Days of the Companyreceipt of the Claim Notice of such Third-Party Claim (the “Notice Period”), which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake assume the defense and control of an Indemnitee with respect to a any Third-Party Claim, no additional legal fees or expenses of such Indemnitee with its own counsel reasonably acceptable to the Indemnified Party and at its own expense, but shall allow the Indemnified Party a reasonable opportunity to participate in connection with the defense of such Third-Party Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate with its own counsel and at its own expense in any judicial proceeding controlled by the Company pursuant (subject to the preceding provisions; provided Indemnifying Party agreeing in writing that such party’s participation does notit is obligated to indemnify the Indemnified Party pursuant to, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything subject to the contrary contained hereinlimitations set forth in, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemnitees.this Article X);

Claims Procedure. An Indemnitee shall promptly notify The procedure for payment from the Company Indemnification Shares of any Claim as indemnification amounts to which indemnification is sought; provided that the failure to provide such prompt notice shall not release the Company from any of Buyer or its obligations to indemnify hereunder, except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Company, the Company shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought Affiliates may become entitled under this Section 4.0211 shall be as follows: (a) From time to time as Buyer determines that it or its Affiliate is entitled to an indemnification payment from the Indemnification Shares for an Indemnification Claim under this Section 11, andBuyer shall give a Claim Notice in accordance with Section 11.5. (b) If Buyer has not received from Seller within 30 business days after notice of such Indemnification Claim is delivered (the "Response Period") a written objection to an Indemnification Claim stating the facts and circumstances on which the objection is based, the Indemnification Claim stated in such Claim Notice shall be conclusively deemed to be approved by Seller and Buyer shall promptly thereafter transfer to the Buyer or its Affiliate, as the case may be, from the Indemnification Shares an amount of Indemnification Shares equal in value to the amount of such Indemnification Claim; provided, however, ------------------ that at the Company’s expenseelection of Seller the indemnification claim may be paid in cash, in whole or in part. The Indemnification Shares to be transferred shall be determined by dividing the Indemnitee shall cooperate with all reasonable requests amount of the Company Indemnification Claim by the Fair Market Value at the Closing and shall be rounded to the nearest whole share, with .5 being rounded up. (c) If, within the Response Period, Buyer shall have received from Seller a written objection to the Claim Notice specifying the nature of and grounds for such objection, then such Indemnification Claim shall be deemed to be an "Buyer Open Claim," and Buyer shall reserve within the Indemnification Shares a number of shares equal in connection therewithvalue to the amount of such Buyer Open Claim (which amount designated for each Buyer Open Claim is referred to herein as the "Claim Reserve Amount"). Such Indemnitee The number of Indemnification Shares to be reserved shall not enter into be Asset Purchase Agreement WatchGuard Technologies, Inc. determined by dividing the amount of the Buyer Open Claim by the Fair Market Value at the Closing and shall be rounded to the nearest whole share, with .5 being rounded up. (d) The Claim Reserve Amount for each Buyer Open Claim shall be transferred by Buyer or its Affiliate, as the case may be, from the Indemnification Shares only in accordance with either (i) a settlement mutual agreement between Buyer and Seller, which shall be memorialized in writing, or other compromise (ii) a court order from any competent court having jurisdiction over the parties or a final and binding arbitration decision pertaining to the Buyer Open Claim. (e) After the expiration of the Survival Period, when a final determination is made with respect to any Buyer Open Claim, the number of Indemnification Shares transferable to Buyer or its Affiliate shall be transferred to Buyer or its Affiliate, as the case may be, from the Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless Reserve Amount for such Indemnitee waives its right to be indemnified with respect to Buyer Open Claim. The Indemnification Shares included in such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect Reserve Amount remaining after such transfer, and any remaining Indemnification Shares not subject to a Buyer Open Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject released to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all IndemniteesSeller.

Claims Procedure. An Indemnitee shall promptly notify the Company of any Claim as to which indemnification is sought; provided that the . The failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, hereunder except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result of such failurefailure (in which event Company shall not be responsible for such additional indemnification obligations). Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Participation Agreement (2012-1 EETC) [Reg. No.] Claim as Company as the Company shall reasonably requestrequests. Subject to the rights of insurers under policies of insurance maintained by the Company’s insurers, the Company shall have the rightmay, at its sole cost and expense, to investigateinvestigate any Claim, and the right may in its sole discretion to defend or compromise, compromise any Claim for which indemnification is sought under this Section 4.02, and, at the Claim. At Company’s expense, the any Indemnitee shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02Claim. Where the Company or the its insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the outside counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such . Such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all IndemniteesIndemnitees with respect to any one Claim. Notwithstanding anything to the contrary contained herein, an Indemnitee shall not under any circumstances be required or deemed to be required to contest any Claim or to assume responsibility for or control of any judicial proceeding with respect thereto. Company will provide the relevant Indemnitee with such information not within the control of such Indemnitee, as is in Company’s control or is reasonably available to Company, which such Indemnitee may reasonably request and will otherwise cooperate with such Indemnitee so as to enable such Indemnitee to fulfill its obligations under this Section.

Claims Procedure. An Indemnitee The procedure for payment from the Holdback Shares of indemnification amounts to which Sierra or other Indemnified Parties may become entitled under this Article VIII shall promptly notify be as follows: (a) Subject to the Company limitation that written notice of any Claim as to which for indemnification is sought; provided that the failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, except hereunder must be given to the extent Shareholders not later than the Holdback Termination Date, from time to time as Sierra determines that it or another Indemnified Party is entitled to an indemnification payment under this Article VIII, Sierra may give written notice of the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit Claim to the Company all additional information Shareholders describing in such Indemnitee’s possession to substantiate such request for payment to notice the Company as nature of the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the CompanyClaim, the Company shall have amount thereof if then ascertainable and, if not then ascertainable, the right, at its sole cost and expense, to investigateestimated maximum amount thereof, and the right provisions in its sole discretion to defend or compromise, any Claim for this Agreement on which indemnification the claim is sought under this Section 4.02, and, at the Company’s expense, the Indemnitee shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall based. (b) If Sierra has not enter into a settlement or other compromise with respect to any Claim without the prior received written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect objection to a Claim, no additional legal fees or expenses of such Indemnitee Claim in connection accordance with the defense preceding subparagraph (a) from Shareholders representing at least a majority in interest in the Holdback Shares within 30 days after notice of such Claim is delivered (the "Response Period"), the Claim stated in such notice shall be indemnified hereunder unless conclusively deemed to be approved by the Shareholders, and Sierra shall promptly thereafter transfer to the Indemnified Party from the Holdback Shares an amount of Holdback Shares equal in value to the amount of such fees or expenses were incurred at Claim. The Holdback Shares to be transferred shall be rounded to the written request nearest whole share and shall be valued on the basis of the Company or such insurers. Subject last reported sale price of Sierra's Common Stock on the Nasdaq National Market on the date the notice of claim was delivered. (c) If within the Response Period Sierra shall have received from the Sellers representing at least a majority in interest in the Holdback Shares a written objection to the requirements claim specifying the nature of any policy and grounds for such objection, then such claim shall be deemed to be an "Open Claim," and Sierra shall reserve within the Holdback Shares an amount of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled Holdback Shares equal to the amount of such Open Claim (which amount designated for each Open Claim is referred to herein as the "Claim Reserve Amount"). The number of Holdback Shares to be reserved shall be determined (rounded to the nearest whole share) by dividing the amount of the Open Claim by the Company pursuant average of the last reported sale prices of Sierra's Common Stock on the Nasdaq National Market over the 20 trading days preceding such written objection. The number of Holdback Shares included in the Claim Reserve Amount shall be increased or reduced, as the case may be, on a quarterly basis based on the average of the last reported sale prices of Sierra's Common Stock on the Nasdaq National Market over the then preceding 20 trading days. -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER Page 50 58 (d) The Claim Reserve Amount for each Open Claim shall be transferred by Sierra from the Holdback Shares only in accordance with either (i) a mutual agreement among Sierra and Shareholders representing at least a majority in interest in all the Holdback Shares, which shall be memorialized in writing, or (ii) a final and binding arbitration decision or order pertaining to the preceding provisions; provided Open Claim, except that such party’s participation does not, on the Holdback Termination Date all Holdback Shares not previously distributed or then required to be distributed to Sierra in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere accordance with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything 8.6 shall be released to the contrary contained hereinShareholders pro rata in accordance with Schedule 2.4(b) to the Disclosure Memorandum, the Company shall whether or not under any circumstances be liable for the fees and expenses of more than one counsel for all IndemniteesOpen Claims have then been resolved.

Claims Procedure. An Indemnitee 9.1 Upon the Purchaser becoming aware of a Claim for Taxation which may result in a Tax Claim (which for the purposes of this paragraph 9 shall promptly notify include any claim in respect of the Company indemnity contained in paragraph 8 above) the Purchaser shall give written notice of any that Claim as to which indemnification is sought; provided that the failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, except for Taxation to the extent Shareholders or, as the case may be, shall procure that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result forthwith give written notice of such failure. Such Indemnitee shall promptly submit that Claim for Taxation to the Shareholders, and the Purchaser shall, subject always to the terms of this paragraph 9, the Shareholders agreeing to indemnify and secure the Purchaser and/or the Company to its reasonable satisfaction against all additional losses, costs, damages and expenses, including interest on overdue Tax, which may be incurred, further procure that the Company take such action and give such information and assistance in such Indemnitee’s possession to substantiate such request for payment to connection with the affairs of the Company as the Shareholders may reasonably and promptly by written notice request to avoid, resist, appeal or compromise the Claim for Taxation. 9.2 The Purchaser shall not be obliged to procure that the Company appeals against any tax assessment if, the Shareholders having been given written notice of the receipt of that Claim for Taxation in accordance with paragraph 9.1 above, the Company has not within 21 days (or, if there is a statutory time limit of not more than 30 days, within 14 days) thereafter received instructions in writing from the Shareholders, in accordance with the preceding provisions of this paragraph 9, to make that appeal. 9.3 The Purchaser shall reasonably request. Subject procure that the Shareholders are promptly provided with copies of any correspondence from the Tax Authority, copies of any correspondence from the Purchaser to the rights Tax Authority prior to its submission to the Tax Authority, and shall be given a reasonable opportunity to comment thereon prior to submission and account shall be taken of insurers its reasonable comments. 9.4 The Purchaser shall not be obliged to procure that the Company take any action under policies paragraph 9.1 above which involves contesting any matter with any Tax Authority (excluding the authority or body demanding the Tax in question) or any court or tribunal unless the Shareholders furnishes the Company with the written opinion of insurance maintained leading tax counsel to the effect that the appeal in question will, on the balance of probabilities, succeed. Such tax counsel shall be instructed by the Shareholders at the Shareholders expense but the Shareholders shall promptly provide the Purchaser with a copy of such instructions and give the Purchaser or its representative a reasonable opportunity to attend any conference with Counsel. 9.5 The Purchaser shall not be required to take any action or procure that the Company take any action under this paragraph 9 if it reasonably determines that such action would have an adverse effect on the amount of tax payable by the Purchaser or the Company in respect of a period after Completion. SCHEDULE 6 THE PRODUCTS THE MANAGEMENT ACCOUNTS SCHEDULE 8 THE EMPLOYMENT CONTRACT SCHEDULE 9 1. The signed Service Agreements of each of the employees of the Company. 2. A contract relating to the purchase of shares in the Company held by Mr Skinner signed by Mr Skinner and the Company, and a spec▇▇▇ ▇▇▇▇▇▇▇▇▇▇ of the ▇▇▇▇▇▇▇ ▇ated prior to the date of the contract approving the purchase. 3. A letter regarding the Company's bank overdraft signed by SmartDisk Corp. and SCM Microsystems Limited "(SCM"). 4. Form 403a signed by a director of SCM. 5. A quote for insurance for the Company shall have relating to its occupation of the right, at Property and acknowledging the Company's current legal position as occupier of the property under a licence not authorised by the tenant's lease. 6. The deed of waiver of its sole cost and expense, to investigate, options over the Shares signed by the Director and the right in its sole discretion Secretary of SCM. 7. The licence to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at occupy the Company’s expense, the Indemnitee shall cooperate with all reasonable requests Property executed by SCM. 8. The deed regarding transfers of domain names executed by SCM. 9. A written resolution of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent adopting new articles of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemniteesassociation.

Claims Procedure. An Indemnitee (a) If a party to this Agreement ("CLAIMING PARTY") learns of a circumstance giving rise to a claim for another party to this Agreement ("PERFORMING PARTY") to make payment, performance, or indemnity under this Agreement, then the Claiming Party shall promptly notify give the Company of any Claim as to which indemnification is sought; provided that Performing Party written notice thereof within a reasonable time considering the failure to provide such prompt circumstances. No delay in giving notice shall not release the Company from any of its obligations to indemnify hereunder, except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as Performing Party shall work a result forfeiture of such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers Claiming Party or shall limit the Performing Party's obligations under policies this Agreement. If, however, a delay in giving notice within a reasonable time prejudices the Performing Party and materially impairs its ability to mitigate loss, then the Performing Party shall have no obligation to pay that part of insurance maintained a loss caused by the Companydelay. (b) The Performing Party shall defend, the Company and shall have the rightright to settle, claims or suits by third parties that are payable or that are to be indemnified by the Performing Party under this Agreement. The Claiming Party shall reasonably cooperate with the Performing Party in the defense of claims and suits that the Performing Party defends, and the Performing Party shall reimburse the Claiming Party for out-of-pocket expenses incurred in cooperating at its the Performing Party's request. The Claiming Party shall not settle such claims or suits defended by the Performing Party without the Performing Party's prior consent, which shall not be unreasonably withheld. The Claiming Party shall have the right to approve defense counsel selected by the Performing Party, which approval shall not be unreasonably withheld, and the right fully to participate in the defense of such claims and suits at the Claiming Party's sole cost and expense, to investigate, and . The Claiming Party shall have the right in its sole discretion to defend and settle claims or compromise, suits without prejudice to any Claim for which indemnification is sought of their rights against the Performing Party under this Section 4.02, and, at Agreement if the Company’s expense, the Indemnitee shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement Performing Party declines or other compromise with respect is unable to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect a claim or suit within a reasonable time after the Performing Party's receipt of notice thereof. If the Performing Party disputes the Claiming Party's entitlement to indemnity and asserts the right to defend a Claimclaim or suit, no additional legal fees and if the Claiming Party reasonably believes that the Performing Party's control of the defense of a claim or expenses of suit might prejudice the Claiming Party, then the Claiming Party shall have the right to defend such Indemnitee claim or suit. Performing Party shall have the right fully to participate in connection with the defense of such Claim shall be indemnified hereunder unless such fees claim or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurancesuit, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation Claiming Party shall not constitute a waiver of settle such claim or suit without the indemnification provided Performing Party's prior consent, which Performing Party shall not unreasonably withhold. (c) A Performing Party shall take actions required in this Section 4.02. Notwithstanding anything 6 (including the payment of a claim) promptly following receipt of notice of such claim. (d) With respect to any Damages due a Buyer Indemnified Party, the amount of any such Damages shall be credited by Seller first to interest due and thereafter to the contrary contained hereinoutstanding principal balance of Note A, and thereafter any remaining unpaid Damages credited in a similar manner to Note B, and any further remaining unpaid Damages paid in cash. With respect to any Damages due a Seller Indemnified Party, the Company amount of any such Damages shall not under any circumstances be liable for work as an increase to the fees and expenses outstanding principal of more than one counsel for all IndemniteesNote A, or if Note A has been paid then an increase to Note B; and, if Note B has been paid, then in cash.

Claims Procedure. An Indemnitee shall promptly notify The procedure for payment from the Company Holdback Shares of any Claim as indemnification amounts to which indemnification is sought; provided that the failure to provide such prompt notice Egghead or other Indemnified Parties may become entitled under this Article X shall not release the Company from any of its obligations to indemnify hereunder, except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased be as a result of such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. follows: (a) Subject to the rights limitation that written notice of insurers any claim for payment from the Holdback Shares of indemnification amounts hereunder must be given to the Shareholder Representative, with a copy to any counsel of which the Shareholder Representative may have notified Egghead in accordance with Section 11.3, not later than the Holdback Termination Date, from time to time as Egghead determines that it or another Indemnified Party is entitled to an indemnification payment from the Holdback Shares for a Claim under policies this Article X, Egghead shall give written notice of insurance maintained by the CompanyClaim, in accordance with Section 10.5, to the Shareholder Representative describing in such notice the nature of the Claim, the Company shall have amount thereof if then ascertainable and, if not then ascertainable, the right, at its sole cost and expense, to investigateestimated maximum amount thereof, and the right provisions in its sole discretion this Agreement on which the Claim is based. (b) If Egghead has not received written objection to defend or compromise, any a Claim for which indemnification in accordance with the preceding subparagraph (a) from the Shareholder Representative within 30 business days after notice of such Claim is sought under this Section 4.02, and, at delivered (the Company’s expense"Response Period"), the Indemnitee Claim stated in such notice shall cooperate with all reasonable requests be conclusively deemed to be approved by the Shareholder Representative on behalf of the Company Shareholders, and Egghead shall promptly thereafter transfer to the Indemnified Party from the Holdback Shares an amount of Holdback Shares equal in connection therewithvalue to the amount of such Claim. Such Indemnitee The Holdback Shares to be transferred shall not enter into a settlement or other compromise with respect be rounded to any Claim without the prior written consent nearest whole share and shall be valued on the basis of the Companyaverage of the last reported sale prices of Egghead Common Shares on the Nasdaq/NM over the 20 trading days immediately preceding the Closing Date. (c) If, which consent within the Response Period, Egghead shall not be unreasonably withheld or delayedhave received from the Shareholder Representative a written objection to the claim specifying the nature of and grounds for such objection, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of then such Claim shall be indemnified hereunder unless deemed to be an "Egghead Open Claim," and Egghead shall reserve within the Holdback Shares a number of Holdback Shares equal in value to the amount of such fees or expenses were incurred at Egghead Open Claim (which amount designated for each Egghead Open Claim is referred to herein as the written request "Claim Reserve Amount"). The number of Holdback Shares to be reserved shall be determined (rounded to the nearest whole share) by dividing the amount of the Company Egghead Open Claim by the average of the last reported sales prices of Egghead Common Shares on the Nasdaq/NM over the 20 trading days immediately preceding the Closing Date. (d) The Claim Reserve Amount for each Egghead Open Claim shall be transferred by Egghead from the Holdback Shares only in accordance with either (i) a mutual agreement between Egghead and the Shareholder Representative which shall be memorialized in writing or such insurers. Subject (ii) a final and binding arbitration decision or order pertaining to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all IndemniteesEgghead Open Claim.

Claims Procedure. An Indemnitee 9.1 Upon the Purchaser becoming aware of a Claim for Taxation which may result in a Tax Claim (which for the purposes of this paragraph 9 shall promptly notify include any claim in respect of the Company indemnity contained in paragraph 8 above) the Purchaser shall give written notice of any that Claim as to which indemnification is sought; provided that the failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, except for Taxation to the extent Shareholders or, as the case may be, shall procure that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result forthwith give written notice of such failure. Such Indemnitee shall promptly submit that Claim for Taxation to the Shareholders, and the Purchaser shall, subject always to the terms of this paragraph 9, the Shareholders agreeing to indemnify and secure the Purchaser and/or the Company to its reasonable satisfaction against all additional losses, costs, damages and expenses, including interest on overdue Tax, which may be incurred, further procure that the Company take such action and give such information and assistance in such Indemnitee’s possession to substantiate such request for payment to connection with the affairs of the Company as the Shareholders may reasonably and promptly by written notice request to avoid, resist, appeal or compromise the Claim for Taxation. 9.2 The Purchaser shall not be obliged to procure that the Company appeals against any tax assessment if, the Shareholders having been given written notice of the receipt of that Claim for Taxation in accordance with paragraph 9.1 above, the Company has not within 21 days (or, if there is a statutory time limit of not more than 30 days, within 14 days) thereafter received instructions in writing from the Shareholders, in accordance with the preceding provisions of this paragraph 9, to make that appeal. 9.3 The Purchaser shall reasonably request. Subject procure that the Shareholders are promptly provided with copies of any correspondence from the Tax Authority, copies of any correspondence from the Purchaser to the rights Tax Authority prior to its submission to the Tax Authority, and shall be given a reasonable opportunity to comment thereon prior to submission and account shall be taken of insurers its reasonable comments. 9.4 The Purchaser shall not be obliged to procure that the Company take any action under policies paragraph 9.1 above which involves contesting any matter with any Tax Authority (excluding the authority or body demanding the Tax in question) or any court or tribunal unless the Shareholders furnishes the Company with the written opinion of insurance maintained leading tax counsel to the effect that the appeal in question will, on the balance of probabilities, succeed. Such tax counsel shall be instructed by the Shareholders at the Shareholders expense but the Shareholders shall promptly provide the Purchaser with a copy of such instructions and give the Purchaser or its representative a reasonable opportunity to attend any conference with Counsel. 9.5 The Purchaser shall not be required to take any action or procure that the Company take any action under this paragraph 9 if it reasonably determines that such action would have an adverse effect on the amount of tax payable by the Purchaser or the Company in respect of a period after Completion. SCHEDULE 6 THE PRODUCTS SCHEDULE 7 THE MANAGEMENT ACCOUNTS SCHEDULE 8 THE EMPLOYMENT CONTRACT SCHEDULE 9 (DOCUMENTS) 1. The signed Service Agreements of each of the employees of the Company. 2. A contract relating to the purchase of shares in the Company held by Mr Skinner signed by Mr Skinner and the Company, and a spec▇▇▇ ▇▇▇▇▇▇▇▇▇▇ of the ▇▇▇▇▇▇▇ ▇ated prior to the date of the contract approving the purchase. 3. A letter regarding the Company's bank overdraft signed by SmartDisk Corp. and SCM Microsystems Limited "(SCM"). 4. Form 403a signed by a director of SCM. 5. A quote for insurance for the Company shall have relating to its occupation of the right, at Property and acknowledging the Company's current legal position as occupier of the property under a licence not authorised by the tenant's lease. 6. The deed of waiver of its sole cost and expense, to investigate, options over the Shares signed by the Director and the right in its sole discretion Secretary of SCM. 7. The licence to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at occupy the Company’s expense, the Indemnitee shall cooperate with all reasonable requests Property executed by SCM. 8. The deed regarding transfers of domain names executed by SCM. 9. A written resolution of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent adopting new articles of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemniteesassociation.

Claims Procedure. An Indemnitee In the event from time to time Parent believes that it or any other Indemnified Party has or will suffer any Indemnified Loss for which the Company is obligated to indemnify it hereunder ("Indemnified Event"), it shall promptly notify the Company in writing of any Claim as to which indemnification is sought; provided that the failure to provide such prompt notice shall not release matter, specifying therein the Company from any of its obligations to indemnify hereunder, except to the extent reason why Parent believes that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit will be obligated to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Companyindemnify, the Company shall have the rightamount, at its sole cost and expenseif liquidated, to investigatebe indemnified, and the right basis on which Parent has calculated such amount; if not yet liquidated, the notice shall so state. The failure of the Indemnified Party to give such notification shall not affect the indemnification provided in this Agreement. The Indemnified Party may seek, and has sole and unfettered discretion in seeking, indemnification from any other Person (including, without limitation, Dachis) before or while seeking indemnification from the Indemnifying Party in accordance with the terms of this Agreement and the Selling Shareholder's Agreement, and nothing herein shall create any duty to seek indemnification from the Indemnifying Party. An Indemnified Party may not seek indemnification under this Article X for any amounts that the Indemnified Party has actually received under any insurance policy, unless such recovery is sought pursuant to the subrogation rights of the insurer. Any Indemnified Party may in its sole and exclusive 39 45 discretion determine whether or not it will seek insurance payments/coverage under such policy. The Indemnified Party shall retain sole and unfettered discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expense, the Indemnitee shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into submit a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers claim seeking coverage under a policy of insurance maintained by the and nothing herein shall create a duty to submit such claim. The Company undertake the defense of an Indemnitee with respect shall pay any amount to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request not more than five days after receipt of notice from Parent of the Company or liquidated amount to be indemnified ("Indemnification Amount") in accordance with Section 10.4. In the event any payment is made after such insurers. Subject fifth day, it shall bear interest from (and including) the date due (but excluding the date of payment), at an interest rate equal to five percent above the requirements Prime Rate in effect on the date such payment became due, but in no event to exceed the maximum contract rate permitted under Applicable Laws, provided, however, that no such payment shall be due so long as it is the subject of any policy of insurancebona fide, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemniteesreasonable contest.

Claims Procedure. An Indemnitee (a) If any claim or demand (short of a lawsuit) shall promptly be made by any person against an indemnified Party under this Section 10 (Liability and Indemnification), the indemnified Party shall, within 10 days after actual notice of such claim or demand, cause written notice thereof to be given to the indemnifying Party, provided that failure to notify the Company of any Claim as to which indemnification is sought; provided that the failure to provide such prompt notice indemnifying Party shall not release relieve the Company indemnifying Party from any of its obligations liability which it may have to indemnify hereunderthe indemnified Party under this Section 10 (Liability and Indemnification), except to the extent that the Company is rights of the indemnifying Party are in fact prejudiced by such failure or failure. If the Company’s indemnification obligations are increased as a result Party so notified is liable therefor under this Agreement, then, to the extent of such failure. Such Indemnitee liability, such Party shall promptly submit to defend, indemnify and save harmless the Company all additional information Party so sued from Losses in such Indemnitee’s possession to substantiate such request for payment to accordance with the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Company, the Company liability allocations set forth in this Agreement. (b) The indemnifying Party shall have the right, at its sole cost and expense, to investigatecontrol (including the selection of counsel reasonably satisfactory to the indemnified Party) or to participate in the defense of, negotiate or settle, any such claim or demand, and the right parties agree to cooperate fully with each other in its sole discretion connection with any such defense, negotiation or settlement. In any event, the indemnified Party shall not make any settlement of any claims or demands which might give rise to defend or compromise, any Claim for which indemnification is sought liability on the part of the indemnifying Party under this Section 4.02, and, at 10 (Liability and Indemnification) without either providing the Company’s expense, the Indemnitee shall cooperate indemnifying Party with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise full release with respect to any Claim without such liability or obtaining the prior written consent of the Companyindemnifying Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed. If any claim or demand relates to a matter for which both parties have responsibility, each Party shall be entitled to select its own counsel and defend itself against the claim or demand at its sole cost and expense, and neither Party shall make any settlement of any such claim or demand without giving the other Party reasonable prior notice of the proposed settlement. (c) In the event any lawsuit is commenced against either Party for or on account of any Loss for which the other Party may be solely or jointly liable under this Agreement, the Party thus sued shall give the other Party timely written notice of the pendency of such action, and thereupon the Party so notified may assume or join in the defense thereof. Neither Party shall be bound by any judgment against the other Party unless it shall have been so notified and shall have had reasonable opportunity to assume or join in the defense of the action. When so notified and the opportunity to assume or join in the defense of the action has been afforded, the Party so notified shall, to the extent of its liability under this Agreement, be bound by the final judgment of the court in such Indemnitee waives its right action. (d) Subject to be the provisions of Section 10.5(a), on each occasion that the indemnified with respect Party is entitled to such Claim indemnification or reimbursement under this Section 4.0210 (Liability and Indemnification), the indemnifying Party shall, at each such time, promptly pay the amount of such indemnification or reimbursement. Where If the Company or indemnified Party is entitled to indemnification under this Section 10 (Liability and Indemnification) and the insurers under a policy of insurance maintained by indemnifying Party does not elect to control any legal proceeding in connection therewith, the Company undertake indemnifying Party shall pay to the defense of indemnified Party an Indemnitee with respect amount equal to a Claim, no additional the indemnified Party's reasonable legal fees or and other costs and expenses arising as a result of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemniteesproceeding.

Claims Procedure. (i) An Indemnitee shall Indemnified Person shall, after obtaining actual knowledge thereof, promptly notify the Company El Paso in writing of any Claim claim, action, suit or other legal or regulatory proceeding (collectively, "Legal Proceedings") or other event or circumstance giving rise to an Indemnified Expense or Economic Loss as to which indemnification is soughtwill be sought pursuant to this Agreement (the foregoing, collectively, "Indemnified Events"); provided provided, however, that the failure to provide give such prompt notice shall not release the Company El Paso from any of its obligations to indemnify hereunderunder this Section 6.1, except (but only if El Paso shall not have actual knowledge of such Indemnified Event) to the extent that the Company is prejudiced failure to give notice of any such Indemnified Event shall prejudice El Paso's ability to defend or contest any Indemnified Event or Indemnified Expense (or results in El Paso's forfeiture of substantive rights or defenses) or recover proceeds under any insurance policies maintained by El Paso or any of its Affiliates, or by Chaparral, Mesquite or any of Mesquite's Subsidiaries or any Mesquite Minority Owned QEC, or by any other Person. El Paso shall, after a Responsible Officer of El Paso obtains actual knowledge thereof, promptly notify each Indemnified Person of any Indemnified Event affecting such failure or the Company’s indemnification obligations Indemnified Person. Each Indemnified Person agrees to provide El Paso with a copy of all relevant documents and details, including all relevant papers served, claims made and invoices received, in each case, as are increased as a result of such failure. Such Indemnitee shall promptly submit reasonably requested by El Paso, to the Company all additional extent such information is available to such Indemnified Person and such Indemnified Person can do so in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably requesta commercially reasonable manner. Subject to the rights provisions of insurers under policies of insurance maintained by the Companyfollowing paragraph, the Company El Paso shall have the rightat its sole option, and at its sole cost and expense, be entitled to investigateparticipate in, or to control and to assume full responsibility for, the defense of such Indemnified Event with Jones, Day, Reavis & Pogue or Fried, Frank, Harris, Shriver & Jacobs▇▇, ▇r with ▇▇▇▇▇ cou▇▇▇▇ reasonably satisfactory to ▇▇▇▇ ▇nde▇▇▇▇▇▇▇ Person, and shall provide the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at Indemnified Person(s) who are the Company’s expense, the Indemnitee shall cooperate subject of such Indemnified Event with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified information with respect to such Claim under this Section 4.02. Where Indemnified Event as such Indemnified Person(s) shall reasonably request to the Company extent such disclosure shall not (A) result in the waiver of any attorney-client privilege between El Paso and its counsel or otherwise result in the insurers under loss of any attorney work product or other privilege preventing disclosure of confidential material or (B) violate any applicable confidentiality agreement relating to an asset of a policy Chaparral Operating Subsidiary or a Mesquite Operating Subsidiary or entered into in good faith or (C) violate any Applicable Law. (ii) Notwithstanding any of insurance maintained by the Company undertake foregoing to the contrary, El Paso shall not be entitled to control and assume responsibility for the defense of any Indemnified Event if (A) such Indemnified Person shall have reasonably concluded in good faith that there exists an Indemnitee with respect actual or potential conflict of interest between such Indemnified Person and El Paso such that it is advisable for such Indemnified Person to a Claim, no additional legal fees retain control of all or expenses any portion of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemnitees.Indemnified

Claims Procedure. An Each Indemnitee shall promptly after such Indemnitee shall have actual knowledge any Claim notify the Company SEMA in writing of any such Claim as to which indemnification is sought; provided provided, that the failure so to provide such prompt notice notify SEMA shall not release the Company from reduce or affect SEMA's liability which it may have to such Indemnitee under this Section 10.1. Any amount payable to any of its obligations Indemnitee ------------ pursuant to indemnify hereunder, except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result this Section 10.1 shall be paid within fifteen (15) days after ------------ receipt of such failure. Such Indemnitee shall promptly submit to the Company all additional information in written demand therefor from such Indemnitee’s possession , accompanied by a certificate of such Indemnitee stating in reasonable detail the basis for the indemnification thereby sought and (if such Indemnitee is not a party hereto) an agreement to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained be bound by the Companyterms hereof as if such Indemnitee were such a party. The foregoing shall not, however, constitute an obligation to disclose confidential information of any kind without the Company execution of an appropriate confidentiality agreement. Promptly after SEMA receives notification of such Claim accompanied by a written statement describing in reasonable detail the Claims which are the subject of and basis for such indemnity and the computation of the amount so payable, SEMA shall notify such Indemnitee in writing whether it intends to pay, object to, compromise or defend any matter involving the asserted liability of such Indemnitee. SEMA shall have the rightright to investigate and so long as no Significant Lease Default or Lease Event of Default shall have occurred and be continuing, at its sole cost and expense, to investigate, and SEMA shall have the right in its sole discretion discretion, to defend or compromise, compromise any Claim for which indemnification is sought under this Section 4.0210.1 ------------ which SEMA acknowledges in writing to the applicable Indemnitee is subject to indemnification hereunder; provided, andthat no such defense or compromise shall involve any (i) material risk of foreclosure, at the Company’s expensesale, forfeiture or loss of, or imposition of a Lien (other than a Permitted Lien) on, the Facility, the Undivided Interest or the Facility Site or the impairment of the use, operation or maintenance of the Facility or the Facility Site in any material respect, (ii) risk of criminal liability being incurred by the Owner Lessor, the Owner Participant, the Equity Investor, the Owner Manager or the OP Guarantor, or (so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged) the Lease Indenture Trustee or the Pass Through Trustee or any of their respective Affiliates, or (iii) material risk of any material adverse effect on the interests of the Owner Lessor, the Owner Participant, the Equity Investor, the Owner Manager or the OP Guarantor, or (so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged) the Lease Indenture Trustee or the Pass Through Trustee or any of their respective Affiliates (including, without limitation, subjecting any such Person to regulation as a public utility under any applicable law); provided, further, that no Claim shall be compromised by SEMA on a basis that admits any criminal violation or gross negligence or willful misconduct on the part of such Indemnitee without the express written consent of such Indemnitee; and provided, further, that to the extent that other Claims unrelated to the transactions contemplated by the Operative Documents are part of the same proceeding involving such Claim, SEMA may assume responsibility for the contest or compromise of such Claim only if the same may be and is severed from such other Claims (and each Indemnitee agrees to use reasonable efforts to obtain such a severance). If SEMA elects, subject to the foregoing, to compromise or defend any such asserted liability, it may do so at its own expense and by counsel selected by it and reasonably satisfactory to such Indemnitee. Upon SEMA's election to compromise or defend such asserted liability and prompt notification to such Indemnitee of its intent to do so, such Indemnitee shall cooperate at SEMA's expense with all reasonable requests of the Company SEMA in connection therewith. Such therewith to minimize the cost and expense to SEMA of such compromise or defense (provided that such Indemnitee shall not enter into suffer any material economic, legal or regulatory disadvantage as a settlement result of such cooperation) and will provide SEMA with all information not within the control of SEMA as is reasonably available to such Indemnitee which SEMA may reasonably request; provided, further, however, that such Indemnitee shall not, unless otherwise required by Requirement of Law, be obligated to disclose to SEMA or any other compromise with respect Person, or permit SEMA or any other Person to examine (i) any Claim without the prior written consent income tax returns of the CompanyOwner Participant, which consent the Owner Lessor, the Equity Investor or the OP Guarantor or (ii) any confidential information or pricing information not generally accessible by the public possessed by the Owner Participant, the Owner Lessor, the Equity Investor or the OP Guarantor (and, in the event that any such information is made available, SEMA shall not be unreasonably withheld or delayed, unless treat such information as confidential and shall take all actions reasonably requested by such Indemnitee waives its right for purposes of obtaining a stipulation from all parties to be indemnified with respect to the related proceeding providing for the confidential treatment of such Claim under this Section 4.02information from all such parties). Where the Company SEMA, or the insurers under a policy of insurance maintained by the Company SEMA, undertake the defense of an such Indemnitee with respect to a ClaimClaim (with counsel reasonably satisfactory to each such Person such Indemnitee and without reservation of rights against such Indemnitee), no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company SEMA or such insurers. Subject to Notwithstanding the requirements of any policy of insuranceforegoing, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company SEMA pursuant to the preceding provisions; provided , but only to the extent that such party’s 's participation does not, not in the reasonable opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, SEMA interfere with such control; and provided, further, however, that such party's participation shall does not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything 10.1; provided, further, that if ------------ and to the contrary contained hereinextent that (i) such Indemnitee is advised by counsel that an actual or potential conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel or (ii) there is a risk that such Indemnitee may be indicted or otherwise charged in a criminal complaint and such Indemnitee informs SEMA that such Indemnitee desires to be represented by separate counsel, such Indemnitee shall have the Company shall not under any circumstances be liable for right to control its own defense of such Claim and the reasonable fees and expenses of more than one counsel such defense (including, without limitation, the reasonable fees and expenses of such separate counsel) shall be borne by SEMA. So long as no Lease Event of Default shall have occurred and be continuing, no Indemnitee shall enter into any settlement or other compromise with respect to any Claim without the prior written consent of SEMA unless (i) the Indemnitee waives its rights to indemnification hereunder or (ii) SEMA has not acknowledged its indemnity obligation with respect thereto and there is a significant risk that a default judgment will be entered against such Indemnitee. Nothing contained in this Section 10.1(c) shall be deemed to require an Indemnitee to contest any Claim or --------------- to assume responsibility for all Indemniteesor control of any judicial proceeding with respect thereto.

Claims Procedure. An Indemnitee shall promptly notify the Company Grantors of any Claim as to which indemnification is sought; provided that the failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit to the Company Grantors all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company Claim as the Company shall Grantors reasonably request. Subject to the rights of insurers under policies of insurance maintained by the CompanyGrantors’ insurers, the Company shall have the rightapplicable Grantor may, at its sole cost and expense, to investigateinvestigate any Claim, and the right may in its sole discretion to defend or compromisecompromise any Claim. The applicable Grantor shall be entitled, at its sole cost and expense, acting through counsel acceptable to the respective Indemnitee, (A) so long as such Grantor has agreed in a writing acceptable to such Indemnitee that such Grantor is liable to such Indemnitee for such Claim hereunder (unless such Claim is covered by Section 6.11(d)), in any judicial or administrative proceeding that involves solely a claim for one or more Claims, to assume responsibility for and control thereof, (B) so long as such Grantor has agreed in a writing acceptable to such Indemnitee that such Grantor is liable to such Indemnitee for such Claim hereunder (unless such Claim is covered by Section 6.11(d)), in any judicial or administrative proceeding involving a claim for which indemnification one or more Claims and other claims related or unrelated to the transactions contemplated by the Loan Documents, to assume responsibility for and control of such claim for Claims to the extent that the same may be and is sought under this Section 4.02severed from such other claims (and such Indemnitee shall use reasonable efforts to obtain such severance), and (C) in any other case, to be consulted by such Indemnitee with respect to judicial proceedings subject to the control of such Indemnitee. Notwithstanding any of the foregoing to the contrary, the Grantors shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings (i) while an Event of Default exists, (ii) if such proceeding will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Collateral Lien) on any Aircraft, Airframe, Engine, Spare Engine, Pledged Spare Part, other Collateral or any part thereof, or (iii) if such proceeding could in the good faith opinion of such Indemnitee entail any material risk of criminal liability or present a conflict of interest making separate representation necessary, and, in any such proceeding, the Grantors shall be liable for the cost of such proceeding and (subject to the provisions of Section 6.11(d)) any Claim resulting therefrom. The affected Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by a Grantor pursuant to the Company’s preceding provisions. At the Grantors’ expense, the any Indemnitee shall cooperate with all reasonable requests of the Company Grantors in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the CompanyGrantors, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02Claim. Where the Company a Grantor or the its insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company a Grantor or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company a Grantor pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion Opinion of the counsel Counsel appointed by the Company a Grantor or its insurers to conduct such proceedings, interfere with such control; and such . Such participation shall not constitute a waiver of the indemnification provided in this Section 4.026.11. Notwithstanding anything to the contrary contained herein, the Company Grantors shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemnitees with respect to any one Claim unless a conflict of interest shall exist among such Indemnitees.

Claims Procedure. An Indemnitee (a) If any claim for which a Party (the "Indemnified Party") is entitled to indemnity hereunder is made against an Indemnified Party, the Indemnified Party shall promptly notify give written notice of such claim to the Company Party with the obligation to indemnify the Indemnified Party (the "Indemnifying Party"). The Indemnifying Party shall have 10 days from the receipt of such notice to give written notice to the Indemnified Party of its intention to defend or dispute such claim, which notice shall acknowledge the obligation of the Indemnifying Party to indemnify the Indemnified Party against such claim. (b) If such notice is given by the Indemnifying Party within the 10 day period, the Indemnifying Party shall have the right to compromise or defend any such claim through counsel of its own choosing and at its own expense. In such event, the Indemnifying Party shall promptly provide the Indemnified Party with copies of all pleadings and filings reasonably pertinent to the claim and the Indemnified Party shall cooperate with the Indemnifying Party in the defense of any Claim as to which indemnification is sought; provided that the failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably requestclaim. Subject to Section 6.1, such cooperation shall include reasonable access to any information and records of the rights Indemnified Party which may be in the possession of insurers under policies the Indemnified Party which are reasonably relevant to such claim and making employees available on a mutually convenient basis to provide additional information and explanation of insurance maintained any aspect related to the claim or documents provided hereunder. (c) Notwithstanding the foregoing provisions, the Indemnifying Party shall have the right to compromise or defend any claim which involves obtaining injunctive relief against the Indemnified Party. Notwithstanding the foregoing provisions, the Indemnifying Party shall only have the right to compromise or defend any claim which involves a customer of the Company if the Indemnifying Party consults with Buyer and seeks Buyer's consent, which taking into account the ongoing customer relationship may not be unreasonably withheld, regarding litigation strategy and settlement negotiations. (d) If prior to (i) the Indemnified Party's giving notice to the Indemnifying Party of a claim for indemnification or (ii) the expiration of such 10 day period, the Indemnified Party takes any action with respect to a claim indemnified hereunder, the Indemnifying Party shall not be relieved of its indemnification obligations hereunder unless the Indemnifying Party is materially prejudiced by the CompanyIndemnified Party's action and then only to extent of such prejudice. (e) If, within such 10 day period, the Company Indemnifying Party fails to give written notice to the Indemnified Party of its intention to defend such claim at its own expense and acknowledging its obligation to indemnify the Indemnified Party against such claim, or if such notice is given but the Indemnifying Party fails to defend diligently and continuously such claim, the Indemnified Party shall have the right to compromise or defend such claim through counsel of its own choosing, but for the account and at the expense of the Indemnifying Party. In such event the Indemnified Party shall promptly provide the Indemnifying Party with copies of all pleadings and filings reasonably pertinent to the claim. The Indemnifying Party shall have the right, at its sole cost and expensehowever, to investigateassume the defense of the claim thereafter at any time prior to its settlement, provided that Indemnifying Party (i) gives reasonable prior written notice of its intent to defend the claim, (ii) acknowledges the obligations of the Indemnifying Party to indemnify the Indemnified Party against such claim, and (iii) reimburses Indemnified Party for all of the right Indemnified Party's out-of-pocket costs incurred to date in its sole discretion conjunction with such claims. (f) If such claim defended by the Indemnified Party is determined favorably to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expenseIndemnified Party, the Indemnitee Indemnified Party shall cooperate with all reasonable requests give notice to the Indemnifying Party of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent amount of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified expenses (including actual attorneys' fees) incurred with respect to such Claim under this Section 4.02claim, and the Indemnifying Party shall remit such amount to the Indemnified Party in accordance with the terms of the Escrow Agreement. Where If such claim is fully determined adversely to the Company Indemnified Party or if the insurers under a policy Indemnified Party compromises such claim, the Indemnified Party shall give notice to the Indemnifying Party of insurance maintained by the Company undertake amount of such claim as finally determined or compromised (including the defense amount of an Indemnitee the Indemnified Party's costs and interest with respect thereto and attorneys' fees, if applicable), and the Indemnifying Party shall remit such amount to a Claim, no additional legal fees or expenses of such Indemnitee the Indemnified Party in connection accordance with the terms of the Escrow Agreement. References herein to costs and attorneys' fees shall also include all costs and attorneys' fees incurred in appeals. (g) If a firm, written offer is made to settle any third-party claim, demand, action or proceeding and the Indemnifying Party proposes to accept such settlement and acknowledge and assume all liability with respect thereto and if the Indemnified Party refuses to consent to such settlement, then: (i) the Indemnifying Party shall be excused from, and the Indemnified Party shall be solely responsible for, all further defense of such Claim third-party claim, demand, action or proceeding; and (ii) the maximum liability of the Indemnifying Party relating to such third party claim, demand, action or proceeding shall be indemnified hereunder unless such fees or expenses were incurred at the written request amount of the Company proposed settlement if the amount thereafter recovered from the Indemnified Party on such third-party claim, demand, action or such insurers. Subject to proceeding is greater than the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion amount of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemniteesproposed settlement.

Claims Procedure. An Indemnitee shall promptly notify the Company (a) Purchaser or Tekelec, either for itself or on behalf of any Tekelec Indemnified Party, may make a claim for payment from the Escrow Funds for indemnification pursuant to Article VI of the Purchase Agreement by delivering a written notice (a “Claim Notice”) to Sellers and the Escrow Agent that describes, in reasonable detail, such claim and the nature and amount of the Indemnity Payment (as to which indemnification is sought; provided that the failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, except to the extent that the Company is prejudiced defined below) sought in good faith by such failure or Tekelec Indemnified Party. For the Company’s purpose of this Escrow Agreement, “Indemnity Payment” shall mean any Losses for which such Tekelec Indemnified Party is entitled to indemnification obligations are increased as a result of a matter giving rise to an indemnity obligation in accordance with Article VI of the Purchase Agreement. On the date that is thirty (30) calendar days after the Escrow Agent and Sellers have received a Claim Notice, the Escrow Agent shall deliver to such failure. Such Indemnitee shall promptly submit Tekelec Indemnified Party that portion of the Escrow Funds described in, and in accordance with the terms of, the Claim Notice, plus all accrued interest and other earnings earned on such portion from the Closing Date to the Company date of such distribution, unless within such thirty (30) calendar day period, the Escrow Agent and Purchaser have received a written notice (an “Objection Notice”) from Sellers, or a duly authorized representative thereof, that sets forth an objection to delivery of all additional information or any portion of the Escrow Funds in accordance with the terms of such Indemnitee’s possession Claim Notice. The Tekelec Parties acknowledge that as a result of the allocation in the previous sentence of accrued interest and other earnings earned on the portion of the Escrow Funds to substantiate be delivered to a Tekelec Indemnified Party, Claim Notices shall not include any sum relating to interest or other earnings; such request for payment sum relating to interest and other earnings shall be calculated and determined by the Escrow Agent on the basis of the portion of the Escrow Funds to be delivered to the Company as Tekelec Indemnified Party identified in the Company Claim Notice and delivered to such Tekelec Indemnified Party concurrently with such portion of the Escrow Funds. Upon receipt of an Objection Notice in accordance with this Section 5, the Escrow Agent shall reasonably request. Subject not make the delivery of that portion of an Indemnity Payment objected to therein except in accordance with either (i) a written notice from, and executed by, Purchaser and Sellers to the rights Escrow Agent (a “Joint Direction”) or (ii) a final decision of insurers under policies an arbitrator pursuant to the provisions of insurance maintained by Section 7.3 of the CompanyPurchase Agreement; provided, however, that any portion of the Company Indemnity Payment that is not disputed in the Objection Notice shall have the right, at its sole cost and expense, to investigatebe paid as if no Objection Notice had been delivered with respect thereto. For purposes of clarification, and the right in its sole discretion to defend or compromisenotwithstanding any contrary term contained herein, any Claim for Notice submitted by Purchaser as a claim against the Escrow Funds after the close of business on the date which indemnification is sought under this Section 4.02, and, at fifteen (15) months after the Company’s expense, the Indemnitee shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company Closing Date (or the insurers under first Business Day thereafter if such date does not fall on a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim Business Day) shall be indemnified hereunder unless such fees null and void and have no force or expenses were incurred at the written request effect whatsoever for purposes of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all IndemniteesEscrow Agreement.

Claims Procedure. An Indemnitee If a party hereto seeks indemnification under this Section 10, such party (the “Indemnified Party”) shall promptly notify give written notice to the Company other party (the “Indemnifying Party”) after receiving written notice of any Claim as action, lawsuit, proceeding, investigation, or other claim against it (if by a third party) or discovering the Liability, obligation, or facts giving rise to which indemnification is soughtsuch claim for indemnification, describing the claim, the amount thereof (if known and quantifiable), and the basis thereof; provided that the failure to provide such prompt notice so notify the Indemnifying Party shall not release relieve the Company from any Indemnifying Party of its obligations to indemnify hereunder, hereunder except to the extent such failure shall have prejudiced the Indemnifying Party. In that regard, if any action, lawsuit, proceeding, investigation or other claim shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this Section 10, the Indemnified Party shall promptly notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto and the Indemnifying Party shall be entitled to participate in the defense of such action, lawsuit, proceeding, investigation, or other claim giving rise to the Indemnified Party’s claim for indemnification at the Indemnifying Party’s expense and option (subject to the limitations set forth below) shall be entitled to control and appoint lead counsel of such defense with reputable counsel reasonably acceptable to the Indemnified Party; provided that, as a condition precedent to the Indemnifying Party’s right to assume control of such defense, it must first agree in writing to be fully responsible for all Liability relating to such claim and to provide full indemnification to the Indemnified Party for all Liability relating to such claim; and provided further that the Company is prejudiced by such failure or Indemnifying Party shall not have the Company’s indemnification obligations are increased as a result right to assume control of such failure. Such Indemnitee defense and shall promptly submit pay the fees and expenses of counsel retained by the Indemnified Party, if the claim which the Indemnifying Party seeks to assume control (each, an “Indemnified Party Controlled Proceeding”) (a) involves a claim to which the Indemnified Party reasonably believes could be detrimental to or injure the Indemnified Party’s reputation, customer or supplier relations or future business prospects, (b) seeks non-monetary relied (except where non-monetary relief is merely incidental to a primary claim or claims of monetary damages), (c) involves criminal allegations, (d) is one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained Indemnifying Party, or (e) involves a claim which, upon petition by the CompanyIndemnified Party, the Company appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend. If the Indemnifying Party is permitted to assume and control the defense and elects to do so, the Indemnified Party shall have the rightright to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, at its sole cost but the fees and expense, to investigate, and expenses of such counsel employed by the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, Indemnified Party shall be at the Company’s expenseexpense of the Indemnified Party unless the employment thereof has been specifically authorized by the Indemnifying Party in writing. If the Indemnifying Party shall control the defense of any such claim, the Indemnitee Indemnifying Party shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without obtain the prior written consent of the Company, Indemnified Party (which consent shall not be unreasonably withheld withheld) before entering into any settlement of a claim or delayed, ceasing to defend such claim unless such Indemnitee waives its right to (a) there is no finding or admission of any violation of law or any violation of the rights of any person or entity and no effect on any other claims that may be indemnified with respect to such Claim under this Section 4.02. Where made against the Company or Indemnified Party and (b) the insurers under a policy of insurance maintained sole relief provided is monetary damages that are paid in full by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all IndemniteesIndemnifying Party.