Common use of Control of Litigation Clause in Contracts

Control of Litigation. The Parties agree and acknowledge that ASCU shall be entitled at its option exclusively to control any Proceeding, including without limitation the Canyons Litigation, and each Party agrees (i) to promptly notify the other Party of the existence (or alleged existence) of the institution or commencement of any Proceeding instituted by any third party, and (ii) in the case of ASC, to cooperate fully with Indemnitors in connection therewith; provided, that Indemnitor’s right to control any Proceeding shall not be construed as including the right to enter into any settlement, consent judgment or decree or other order or judgment affecting Indemnitees and whether involving monetary or non-monetary relief without the prior written approval of Indemnitees, which approval shall not be unreasonably withheld, delayed or conditioned. Furthermore, Indemnitors agree to keep ASC and the Indemnitees reasonably informed of the status of each Proceeding, including providing ASC and the Indemnitees with copies of and access to ASCU’s, and any other Indemnitors’, legal counsel’s litigation files as well as providing Indemnitees with copies of all status reports or similar correspondence including, but not limited to, correspondence provided to any insurance carrier or bonding company with an interest in any such Proceeding or litigation. If ASCU fails to proceed promptly and diligently to respond to any such Proceeding as promptly as reasonably possible, including but not limited to failing to provide Indemnitees with notice of any proposed settlement prior to entering into such an agreement, and/or fails to keep Indemnitees reasonably informed of the status of any Proceeding, Indemnitees may send Notice of such failure to ASCU and if such failure is not corrected within 30 days after such Notice, Indemnitees may assume control of such Proceeding at Indemnitors’ sole expense. In the event of such an assumption of control of a Proceeding by Indemnitees, Indemnitees shall not enter into any settlement, consent decree or order without the prior written approval of ASCU, which approval shall not be unreasonably withheld, delayed or conditioned.

Control of Litigation. The Parties agree A. Promptly, or in any event within ten (10) calendar days (in the case of service of legal process) or within thirty (30) calendar days (in the case of any other claim), following receipt by any party to be indemnified under the provisions of this ARTICLE IX (the “Indemnitee”) of notice of any action, suit, proceeding, claim, demand or assessment (each, an “Action”) against the Indemnitee that might give rise to a claim pursuant to Section 9.01, Section 9.02 or Section 9.03, the Indemnitee shall give written notice thereof to the party or parties obligated to provide such indemnification under the provisions of this ARTICLE IX (collectively, the “Indemnitor”) indicating the nature of such claim, the basis therefore and acknowledge the estimated amount thereof. Failure to give any notice provided hereunder shall in no way be deemed a forfeiture of any Indemnitee’s rights to be indemnified hereunder; provided, however, if the Indemnitor shall have been prejudiced in any material respect by such failure so to notify the Indemnitor, the Indemnitor shall have the right to set off against any amounts payable or that ASCU become payable by the Indemnitor under this Agreement the amount by which the Indemnitor has been damaged (as finally determined by a court of competent jurisdiction) as a result of the failure so to notify the Indemnitor. A claim for indemnity may, at the option of the Indemnitee, be asserted as soon as any claim has been asserted by a third party in writing, regardless of whether actual harm has been suffered or out-of-pocket expenses incurred. B. At any time after the Indemnitee gives notice to the Indemnitor of a claim being made against the Indemnitee for which a claim for indemnity is being asserted, to the extent that such claim is not being defended by any third party under the terms of any applicable insurance policy or policies, the Indemnitee shall be entitled permit the Indemnitor, at its the option exclusively and expense of the Indemnitor, to control any Proceeding, including without limitation assume the Canyons Litigationdefense of such Action with authority to conduct such defense and to settle or otherwise dispose of the same (except as hereinafter provided), and each Party agrees the Indemnitee will reasonably cooperate in such defense. In order to assume such defense, (i) Indemnitor must notify Indemnitee in writing of its election to promptly notify the other Party do so within ten (10) calendar days following receipt of notice of the existence Action from Indemnitee–in the event that Indemnitor does not so notify Indemnitee within such ten (or alleged existence10) of the institution or commencement of any Proceeding instituted by any third partycalendar day period, Indemnitor shall be deemed to have elected not to assume such defense; and (ii) in Indemnitor must provide Indemnitee with evidence reasonably acceptable to Indemnitee that Indemnitor will have the case financial resources to defend against such Action and fulfill its indemnification obligations hereunder. After notice to the Indemnitee of ASCthe Indemnitor’s election to assume the defense of such Action as provided above, the Indemnitor shall be liable to cooperate fully with Indemnitors the Indemnitee for such legal or other expenses subsequently incurred at the request of the Indemnitor by the Indemnitee in connection therewith; providedwith the defense thereof. C. The Indemnitor will not, that Indemnitor’s right in defense of any such Action, except with the consent of the Indemnitee, consent to control the entry of any Proceeding shall not be construed as including the right to judgment or enter into any settlementsettlement that (i) does not include, consent as an unconditional term thereof, the release by claimant or plaintiff of Indemnitee from all claims and/or liability in respect thereof, or (ii) involves an injunction or other equitable relief, unless Indemnitor satisfies all such liabilities in full contemporaneously with the entry of such judgment or decree settlement. D. As to those Actions with respect to which the Indemnitor elects to assume control of the defense, the Indemnitor will afford the Indemnitee an opportunity to participate in such defense, at the Indemnitee’s own cost and expense and the Indemnitor agrees to reasonably cooperate in such defense. E. As to those Actions with respect to which the Indemnitor does not elect to assume control of the defense, (i) the Indemnitee will afford the Indemnitor an opportunity to participate in such defense, at the Indemnitor’s own cost and expense; (ii) the Indemnitee will not settle or other order or judgment affecting Indemnitees and whether involving monetary or non-monetary relief otherwise dispose of any of the same without the prior written approval consent of Indemniteesthe Indemnitor, which approval shall consent will not be unreasonably withheld; and (iii) the Indemnitor agrees to reasonably cooperate in such defense. F. The Indemnitor shall make payments to the Indemnitee, delayed or conditioned. Furthermorepursuant to the provisions hereof, Indemnitors agree with respect to keep ASC and the Indemnitees reasonably informed Actions of third parties as follows: with respect to out-of-pocket expenses of the status Indemnitee, on demand as incurred, and, with respect to amounts and fees owed to third parties, to the extent not paid directly to such third parties by the Indemnitor, on demand at the time of each Proceeding, including providing ASC and payment by the Indemnitees with copies of and access Indemnitee to ASCU’s, and any other Indemnitors’, legal counselsuch third party. (i) Payments for amounts due the Indemnitee or its Insiders hereunder shall be paid by either cash or cashier’s litigation files as well as providing Indemnitees with copies of all status reports or similar correspondence including, but not limited to, correspondence provided to any insurance carrier or bonding company with an interest in any such Proceeding or litigation. If ASCU fails to proceed promptly and diligently to respond to any such Proceeding as promptly as reasonably possible, including but not limited to failing to provide Indemnitees with notice of any proposed settlement prior to entering into such an agreement, and/or fails to keep Indemnitees reasonably informed of the status of any Proceeding, Indemnitees may send Notice of such failure to ASCU and if such failure is not corrected within 30 days after such Notice, Indemnitees may assume control of such Proceeding at Indemnitors’ sole expense. In the event of such an assumption of control of a Proceeding by Indemnitees, Indemnitees shall not enter into any settlement, consent decree or order without the prior written approval of ASCU, which approval shall not be unreasonably withheld, delayed or conditionedcheck.

Control of Litigation. The Parties agree and acknowledge that ASCU Any Investor Indemnitee shall be entitled at its option exclusively to control any Proceeding, including without limitation the Canyons Litigation, and each Party agrees (i) to promptly notify the other Party Seller of the existence (or alleged existence) of the institution or commencement of any Proceeding instituted by action, suit, or proceeding with respect to an Indemnified Investor Liability or the assertion of any third partyIndemnified Investor Liability, and (ii) in the each case of ASC, as to cooperate fully with Indemnitors in connection therewithwhich indemnification is sought; provided, that Indemnitor’s right the failure to control any Proceeding provide such notice shall not release Seller from any of its obligations to indemnify to the extent that such failure does not materially prejudice the rights of Seller in its ability to defend such Indemnified Investor Liability. Seller shall, at its own expense, assume or cause to be construed as including assumed the right defense of any such Indemnified Investor Liability within thirty (30) days after the affected Investor Indemnitee shall have notified Seller of it. Such Investor Indemnitee, upon reasonable notice by Seller or the Person assuming the defense shall consult from time to enter into time with respect to such Indemnified Investor Liability and provide Seller or the Person assuming the defense with any documents or other items or access to any witness which Seller or the Person assuming the defense deems in its reasonable judgment to be necessary in connection with the defense of such Indemnified Investor Liability, and Seller shall pay or reimburse or cause to be paid or reimbursed, any reasonable out-of-pocket costs for the defense. Such Investor Indemnitee may participate in the defense of any such Indemnified Investor Liability and employ separate counsel, at its own expense, unless such Investor Indemnitee shall have reasonably determined that counsel selected by Seller or such Person has a conflict of interest because of the availability of different or additional defenses to such Investor Indemnitee, in which case Seller shall pay or cause to be paid the costs and expenses of counsel employed by the Investor. Seller and its insurers may, in their sole discretion, defend, settle, or compromise any such action, suit, or proceeding; provided, that Seller and its insurers shall be liable in respect of all Indemnified Investor Liabilities relating to the matter (whether by payment of any judgment, settlement, consent judgment amount, or decree indemnity) and no settlement or other order compromise shall be entered into unless such Investor Indemnitee is fully released or judgment affecting Indemnitees and whether involving monetary or non-monetary relief without the prior written approval of Indemnitees, which approval shall not be unreasonably withheld, delayed or conditioneddischarged from all such Indemnified Investor Liabilities. Furthermore, Indemnitors agree to keep ASC and the Indemnitees reasonably informed of the status of each Proceeding, including providing ASC and the Indemnitees with copies of and access to ASCU’s, and Participation by any other Indemnitors’, legal counsel’s litigation files as well as providing Indemnitees with copies of all status reports or similar correspondence including, but not limited to, correspondence provided to any insurance carrier or bonding company with an interest such Investor Indemnitee in any such Proceeding action, suit, or litigationclaim shall not constitute a waiver of the indemnification provided in this Article VII. If ASCU fails Nothing contained in this Section 7.5 shall be deemed to proceed promptly and diligently require the Investor Indemnitee to respond contest any Indemnified Investor Liability or to any such Proceeding as promptly as reasonably possible, including but not limited to failing to provide Indemnitees with notice assume responsibility for or control of any proposed settlement prior judicial proceeding with respect to entering into such an agreement, and/or fails to keep Indemnitees reasonably informed of the status of any Proceeding, Indemnitees may send Notice of such failure to ASCU and if such failure is not corrected within 30 days after such Notice, Indemnitees may assume control of such Proceeding at Indemnitors’ sole expense. In the event of such an assumption of control of a Proceeding by Indemnitees, Indemnitees shall not enter into any settlement, consent decree or order without the prior written approval of ASCU, which approval shall not be unreasonably withheld, delayed or conditionedit.

Control of Litigation. The Parties agree and acknowledge that ASCU Any Buyer Indemnitee shall be entitled at its option exclusively to control any Proceeding, including without limitation the Canyons Litigation, and each Party agrees (i) to promptly notify the other Party Seller of the existence (or alleged existence) of the institution or commencement of any Proceeding instituted action, suit, or proceeding with respect to an Indemnified Buyer Liability or the assertion of any Indemnified Buyer Liability, in each case as to which indemnification is sought; PROVIDED, that the failure to provide such notice shall not release Seller from any of its obligations to indemnify hereunder to the extent that such failure does not materially prejudice the rights of Seller in its ability to defend such Indemnified Buyer Liability. Seller shall, at its own expense, assume or cause to be assumed the defense of any such Indemnified Buyer Liability within thirty (30) days after the affected Buyer Indemnitee shall have notified Seller thereof. Such Buyer Indemnitee, upon reasonable notice by Seller or the Person assuming the defense shall consult from time to time with respect to such Indemnified Buyer Liability and provide Seller or the Person assuming the defense with any documents or other items or access to any witness which Seller or the Person assuming the defense deems in its reasonable judgment to be necessary in connection with the defense of such Indemnified Buyer Liability, and Seller shall pay or reimburse or cause to be paid or reimbursed, any reasonable out-of-pocket costs therefor. Such Buyer Indemnitee may participate in the defense of any such Indemnified Buyer Liability and employ separate counsel, at its own expense, unless such Buyer Indemnitee shall have reasonably determined that counsel selected by Seller or such Person has a conflict of interest because of the availability of different or additional defenses to such Buyer Indemnitee, in which case Seller shall pay or cause to be paid the costs and expenses of counsel employed by the Buyer. Seller and its insurers may, in their sole discretion, defend, settle, or compromise any such action, suit or proceeding; PROVIDED, that Seller and its insurers shall be liable in respect of all Indemnified Buyer Liabilities relating thereto (whether by payment of any judgment, settlement, amount or indemnity hereunder) and no settlement or compromise shall be entered into unless such Buyer Indemnitee is fully released or discharged from all such Indemnified Buyer Liabilities. Participation by any third party, and (ii) in the case of ASC, to cooperate fully with Indemnitors in connection therewith; provided, that Indemnitor’s right to control any Proceeding shall not be construed as including the right to enter into any settlement, consent judgment or decree or other order or judgment affecting Indemnitees and whether involving monetary or non-monetary relief without the prior written approval of Indemnitees, which approval shall not be unreasonably withheld, delayed or conditioned. Furthermore, Indemnitors agree to keep ASC and the Indemnitees reasonably informed of the status of each Proceeding, including providing ASC and the Indemnitees with copies of and access to ASCU’s, and any other Indemnitors’, legal counsel’s litigation files as well as providing Indemnitees with copies of all status reports or similar correspondence including, but not limited to, correspondence provided to any insurance carrier or bonding company with an interest such Buyer Indemnitee in any such Proceeding action, suit, or litigationclaim shall not constitute a waiver of the indemnification provided in this Article VI. If ASCU fails Nothing contained in this Section 6.5 shall be deemed to proceed promptly and diligently require the Buyer Indemnitee to respond contest any Indemnified Buyer Liability or to any such Proceeding as promptly as reasonably possible, including but not limited to failing to provide Indemnitees with notice assume responsibility for or control of any proposed settlement prior to entering into such an agreement, and/or fails to keep Indemnitees reasonably informed of the status of any Proceeding, Indemnitees may send Notice of such failure to ASCU and if such failure is not corrected within 30 days after such Notice, Indemnitees may assume control of such Proceeding at Indemnitors’ sole expense. In the event of such an assumption of control of a Proceeding by Indemnitees, Indemnitees shall not enter into any settlement, consent decree or order without the prior written approval of ASCU, which approval shall not be unreasonably withheld, delayed or conditionedjudicial proceeding with respect thereto.

Control of Litigation. The Parties agree and acknowledge that ASCU shall be entitled at its option exclusively to control A. Promptly, or in any Proceeding, including without limitation the Canyons Litigation, and each Party agrees event within ten (i10) to promptly notify the other Party of the existence calendar days (or alleged existence) of the institution or commencement of any Proceeding instituted by any third party, and (ii) in the case of ASCservice of legal process) or within thirty (30) calendar days (in the case of any other claim), following receipt by any party to cooperate fully with Indemnitors be indemnified under the provisions of this ARTICLE VIII (the “Indemnitee”) of notice of any action, suit, proceeding, claim, demand or assessment (each, an “Action”) against the Indemnitee that might give rise to a claim pursuant to Section 8.01, Section 8.02 or Section 8.03, the Indemnitee shall give written notice thereof to the party or parties obligated to provide such indemnification under the provisions of this ARTICLE VIII (collectively, the “Indemnitor”) indicating the nature of such claim, the basis therefor and the estimated amount thereof. Failure to give any notice provided hereunder shall in connection therewithno way be deemed a forfeiture of any Indemnitee’s rights to be indemnified hereunder; provided, that however, if the Indemnitor shall have been prejudiced in any material respect by such failure so to notify the Indemnitor’s right to control any Proceeding , the Indemnitor shall not be construed as including have the right to set off against any amounts payable or that become payable by the Indemnitor under this Agreement the amount by which the Indemnitor has been damaged as a result of the failure so to notify the Indemnitor. A claim for indemnity may, at the option of the Indemnitee, be asserted as soon as any claim has been asserted by a third party in writing, regardless of whether actual harm has been suffered or out-of-pocket expenses incurred. B. At any time after the Indemnitee gives notice to the Indemnitor of a claim being made against the Indemnitee for which a claim for indemnity is being asserted, to the extent that such claim is not being defended by any third party under the terms of any applicable insurance policy or policies, the Indemnitee shall permit the Indemnitor, at the option and expense of the Indemnitor, to assume the complete defense of such Action with full authority to conduct such defense and to settle or otherwise dispose of the same (except as hereinafter provided), and the Indemnitee will reasonably cooperate in such defense. In order to assume such defense, Indemnitor must notify Indemnitee in writing of its election to do so within ten (10) calendar days following receipt of notice of the claim from Indemnitee; in the event that Indemnitor does not so notify Indemnitee within such ten (10) calendar day period, Indemnitor shall be deemed to have elected not to assume such defense. After notice to the Indemnitee of the Indemnitor’s election to assume the defense of such Action as provided above, the Indemnitor shall be liable to the Indemnitee for such legal or other expenses subsequently incurred at the request of the Indemnitor by the Indemnitee in connection with the defense thereof. C. The Indemnitor will not, in defense of any such Action, except with the consent of the Indemnitee, consent to the entry of any judgment or enter into any settlementsettlement that does not include, consent judgment as an unconditional term thereof, the release by claimant or decree plaintiff of Indemnitee from all claims and/or liability in respect thereof D. As to those Actions with respect to which the Indemnitor does not elect to assume control of the defense, (i) the Indemnitee will afford the Indemnitor an opportunity to participate in such defense, at the Indemnitor’s own cost and expense; (ii) the Indemnitee will not settle or other order or judgment affecting Indemnitees and whether involving monetary or non-monetary relief otherwise dispose of any of the same without the prior written approval consent of Indemniteesthe Indemnitor, which approval shall consent will not be unreasonably withheld; and (iii) the Indemnitor agrees to reasonably cooperate in such defense. E. The Indemnitor shall make payments to the Indemnitee, delayed or conditioned. Furthermorepursuant to the provisions hereof, Indemnitors agree with respect to keep ASC and the Indemnitees reasonably informed Actions of third parties as follows: with respect to out-of-pocket expenses of the status Indemnitee, on demand as incurred, and, with respect to amounts and fees owed to third parties, to the extent not paid directly to such third parties by the Indemnitor, on demand at the time of each Proceeding, including providing ASC and payment by the Indemnitees with copies of and access Indemnitee to ASCU’s, and any other Indemnitors’, legal counsel’s litigation files as well as providing Indemnitees with copies of all status reports or similar correspondence including, but not limited to, correspondence provided to any insurance carrier or bonding company with an interest in any such Proceeding or litigation. If ASCU fails to proceed promptly and diligently to respond to any such Proceeding as promptly as reasonably possible, including but not limited to failing to provide Indemnitees with notice of any proposed settlement prior to entering into such an agreement, and/or fails to keep Indemnitees reasonably informed third party. F. The liability of the status Indemnitor hereunder shall be subject to the following limitations: (i) Subject to the provisions of any Proceeding8.04E with respect to out-of-pocket expenses of Indemnitee, Indemnitees the Indemnitor shall pay claims hereunder when a claim against the Indemnitee or its Insiders has been established by a final judgment in litigation with a third party in which the Indemnitor has assumed the defense, or by a settlement with a third party consented to in writing by the Indemnitee; payment of other claims as to which the Indemnitee may send Notice of such failure to ASCU and if such failure contest its liability, or claims not involving third parties, shall be made when the dispute is not corrected within 30 days after such Notice, Indemnitees may assume control of such Proceeding at Indemnitors’ sole expense. In settled either by litigation or consent; (ii) payments for amounts due the event of such an assumption of control of a Proceeding Indemnitee or its Insiders hereunder shall be paid by Indemnitees, Indemnitees shall not enter into any settlement, consent decree either cash or order without cashier’s check; and (iii) the prior written approval of ASCU, which approval Indemnitor shall not be unreasonably withheldliable for any claims covered by the indemnities under Section 8.01, delayed or conditionedSection 8.02 and Section 8.03 unless the Indemnitor has been notified of such claims pursuant to Section 8.04 within a period four (4) years from the Closing Date; provided, however, this provision shall not apply to claims under Section 4.01, Section 4.06, Section 4.09, Section 4.14 and Section 4.15 as to which notice may be given at any time.

Control of Litigation. The Parties agree and acknowledge that ASCU shall be entitled at its option exclusively to control Within 20 calendar days following receipt by Acquiror of notice of any Proceeding, including without limitation the Canyons Litigation, and each Party agrees (i) to promptly notify the other Party claim by a third party or of the existence (or alleged existence) of the institution or commencement of any Proceeding instituted action or proceeding by any a third partyparty which may give rise to an indemnity claim under Article XIII of the Share Exchange Agreement, and (ii) Acquiror shall notify the Shareholder Agent in the case writing of ASCsuch claim, to cooperate fully with Indemnitors in connection therewithaction or proceeding; provided, that Indemnitor’s right failure to control any Proceeding give such notification shall not affect Acquiror's rights to indemnification under Article XIII of the Share Exchange Agreement, except to the extent the Shareholder Agent shall have been prejudiced as a result of such failure. Upon receipt of such written notice, the Shareholder Agent shall be entitled to participate in and, to the extent that it may wish, unless it is reasonably foreseeable that the Losses from such claim, action or proceeding will exceed the value of the Escrow Shares remaining in the Escrow Account or such claim, action or proceeding involves a claim for injunction or other specific relief, assume the defense, conduct or settlement of such claim, action or proceeding by giving written notice thereof to Acquiror within forty-five (45) days of his receipt of notice of such claim, action or proceeding. After delivery of such notice to Acquiror, the Shareholders shall not be construed as including liable to Acquiror for any legal expenses subsequently incurred by Acquiror in connection with the right defense, conduct or settlement of such claim, action or proceeding; provided, that, if the Shareholder Agent fails to enter into any settlementtake reasonable steps necessary to diligently defend such claim, consent judgment action or decree or other order or judgment affecting Indemnitees and whether involving monetary or non-monetary relief without proceeding within 20 calendar days after receiving written notice from Acquiror that it believes the prior written approval of IndemniteesShareholder Agent has failed to take such steps, which approval shall not be unreasonably withheldthen Acquiror may assume such defense, delayed or conditioned. Furthermore, Indemnitors agree to keep ASC and the Indemnitees reasonably informed of the status of each Proceeding, including providing ASC and the Indemnitees with copies of and access to ASCU’s, and Shareholders shall be liable for any other Indemnitors’, legal counsel’s litigation files as well as providing Indemnitees with copies of all status reports or similar correspondence including, but not limited to, correspondence provided to any insurance carrier or bonding company with an interest in any such Proceeding or litigationexpenses therefor. If ASCU fails to proceed promptly and diligently to respond to any such Proceeding as promptly as reasonably possible, including but not limited to failing to provide Indemnitees with notice of any proposed settlement prior to entering into such an agreement, and/or fails to keep Indemnitees reasonably informed of the status of any Proceeding, Indemnitees may send Notice of such failure to ASCU and if such failure is not corrected within 30 days after such Notice, Indemnitees may assume control of such Proceeding at Indemnitors’ sole expense. In the event of such an assumption of control of a Proceeding by Indemnitees, Indemnitees shall not enter into any settlement, consent decree or order without the prior written approval of ASCU, which approval shall not be unreasonably withheld, delayed or conditioned.-36-

Control of Litigation. The Parties agree (a) Seller, FGWLA or CLAC, as appropriate, shall supervise and acknowledge that ASCU shall be entitled control the investigation, contest, defense and/or settlement of all Sellers Extra Contractual Obligations claims which do not also involve Insurance Liabilities and all Existing Litigation at its option exclusively own cost and expense (the “Seller Legal Proceedings”). Purchaser shall supervise and control the investigation, contest, defense and/or settlement of all litigation involving Insurance Liabilities (whether or not such litigation also involves Sellers Extra Contractual Obligations) to control the extent not subject to the provisions of Section 11.01 (insofar as it relates to Sellers Extra Contractual Obligations) and, to the extent they are not subject to the provisions of Section 11.01, Other Assumed Liabilities at its own cost and expense (the “Purchaser Legal Proceedings”). (b) At Seller’s, FGWLA’s or CLAC’s request, Purchaser shall provide a report summarizing the nature of any Purchaser Legal Proceedings, the alleged actions or omissions giving rise to such Purchaser Legal Proceedings and copies of any files or other documents that Seller, FGWLA or CLAC may reasonably request in connection with its review of these matters. At Purchaser’s request, Seller, FGWLA or CLAC shall provide a report summarizing the nature of any Seller Legal Proceedings, the alleged actions or omissions giving rise to such Seller Legal Proceedings and copies of any files or other documents that Purchaser may reasonably request in connection with its review of such matters. (c) Notwithstanding anything in this Agreement to the contrary, Purchaser shall have the right to engage in its own separate legal representation, at its own expense, and to participate fully in the defense of any Seller Legal Proceedings involving a Seller Subsidiary without waiving any of its rights to indemnification under Article XI. Seller, FGWLA, CLAC and Purchaser shall, and Purchaser shall cause the Seller Subsidiaries to, cooperate with each other with respect to the administration of any Seller Legal Proceeding. In connection therewith, Purchaser shall have the right to monitor and receive periodic updates regarding any Seller Legal Proceedings not involving a Seller Subsidiary. Whether or not Purchaser shall have participated in the defense of any Seller Legal Proceeding, including none of Seller, FGWLA or CLAC shall compromise or settle any such Seller Legal Proceeding without limitation the Canyons LitigationPurchaser’s prior written consent (not to be unreasonably withheld or delayed), and each Party agrees unless (i) to promptly notify the other Party there is no finding or admission of any violation of law or any violation of the existence (or alleged existence) of the institution or commencement rights of any Proceeding instituted by Person and no effect on any third party, other claims that may be made against any Seller Subsidiary and (ii) the sole relief provided is monetary damages that are paid in full by Seller, FGWLA or CLAC without any liability to Purchaser under Article XI and a full and complete release is provided to any applicable Seller Subsidiary. (d) Notwithstanding anything in this Agreement to the case of ASCcontrary, to cooperate fully with Indemnitors in connection therewith; providedSeller, that Indemnitor’s right to control any Proceeding FGWLA or CLAC shall not be construed as including have the right to enter into engage in its own separate legal representation, at its own expense, and to participate fully in the defense of any settlementPurchaser Legal Proceedings without waiving any of their rights to indemnification under Article XI or under the Indemnity Reinsurance Agreements. Purchaser, consent judgment Seller, FGWLA and CLAC shall cooperate with each other with respect to the administration of any Purchaser Legal Proceeding. Whether or decree not Seller, FGWLA or other order CLAC shall have participated in the defense of any Purchaser Legal Proceeding, Purchaser shall not compromise or judgment affecting Indemnitees and whether involving monetary settle any such Purchaser Legal Proceeding without Seller’s, FGWLA’s or non-monetary relief without the CLAC’s prior written approval of Indemnitees, which approval shall consent (not to be unreasonably withheldwithheld or delayed), delayed unless (i) there is no finding or conditioned. Furthermoreadmission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against Seller, Indemnitors agree FGWLA or CLAC and (ii) the sole relief provided is monetary damages that are paid in full by Purchaser without any liability to keep ASC Seller, FGWLA or CLAC under Article XI and a full and complete release is provided to Seller, FGWLA and CLAC. (e) Purchaser and Seller shall cooperate in the defense or prosecution of any Action (a “Shared Action”) other than Seller Legal Proceedings and Purchaser Legal Proceedings which involves both (i) Excluded Liabilities, Subsidiary Indemnified Liabilities, and other liabilities which are the ultimate responsibility of Seller and its Affiliates, giving effect to the Assignment and Assumption Agreement, the Subsidiary Assumption Agreement and the Indemnitees reasonably informed indemnities provided under this Article XI (without regard for the .75% of Purchase Price limitation in Sections 11.01(a) and 11.01(b)) (“Seller Liabilities”) and (ii) Assumed Liabilities, Subsidiary Liabilities, and other liabilities which are the status ultimate responsibility of each ProceedingPurchaser and its Affiliates (including the Seller Subsidiaries), including providing ASC giving effect to the Assignment and Assumption Agreement and the Indemnitees with copies indemnities provided under this Article XI (without regard for the .75% of and access to ASCU’s, and any other Indemnitors’, legal counsel’s litigation files as well as providing Indemnitees with copies of all status reports or similar correspondence includingPurchase Price limitation in Section 11.01(b)) (“Purchaser Liabilities”), but not limited toinvolving Taxes. Seller, correspondence provided if Seller Liabilities predominate in a Shared Action not involving a Governmental Entity, or Purchaser, if Purchaser Liabilities predominate in a Shared Action not involving a Governmental Entity (such party, the “Primary Party”) shall have the rights and obligations of the Indemnifying Party under Section 11.02(b), and the other such party (the “Other Party”) shall have the rights and obligations of the Indemnified Party under Section 11.02(b), except that (1) the expenses of the Other Party in cooperating with the Primary Party shall be borne by the Other Party, and (2) the relative significance of the Seller Liabilities and the Purchaser Liabilities shall be taken into account appropriately by the Other Party in deciding whether to any insurance carrier consent to a settlement, compromise or bonding company with an interest in any such Proceeding or litigationdischarge. If ASCU fails neither Seller Liabilities nor Purchaser Liabilities predominate in a Shared Action not involving a Governmental Entity, each party shall be permitted to proceed promptly and diligently to respond to any settle, compromise or discharge its portion of such Proceeding as promptly as litigation reasonably possible, including but not limited to failing to provide Indemnitees with notice of any proposed settlement prior to entering into such an agreement, and/or fails to keep Indemnitees reasonably informed without the consent of the status other party, and the parties shall, to the extent feasible, consider employing joint counsel for such Shared Action, or taking steps necessary to sever such Shared Action so that each party may defend or prosecute its portion separately. If a Shared Action involves a Governmental Entity, Purchaser shall have the rights and obligations of any Proceedingthe Indemnifying Party under Section 11.02(b) and Seller shall have the rights and obligations of the Indemnified Party under Section 11.02(b), Indemnitees may send Notice but the costs of such failure to ASCU the parties shall be allocated equitably in light of the relative significance of Purchaser Liabilities and if such failure is not corrected within 30 days after such Notice, Indemnitees may assume control of such Proceeding at Indemnitors’ sole expense. In the event of such an assumption of control of a Proceeding by Indemnitees, Indemnitees shall not enter into any settlement, consent decree or order without the prior written approval of ASCU, which approval shall not be unreasonably withheld, delayed or conditionedSeller Liabilities.

Control of Litigation. The Parties agree A. Promptly, or in any event within ten (10) calendar days (in the case of service of legal process) or within thirty (30) calendar days (in the case of any other claim), following receipt by any party to be indemnified under the provisions of this ARTICLE VIII (the “Indemnitee”) of notice of any action, suit, proceeding, claim, demand or assessment (each, an “Action”) against the Indemnitee that might give rise to a claim pursuant to Section 8.01, Section 8.02 or Section 8.03, the Indemnitee shall give written notice thereof to the party or parties obligated to provide such indemnification under the provisions of this ARTICLE VIII (collectively, the “Indemnitor”) indicating the nature of such claim, the basis therefore and acknowledge the estimated amount thereof. Failure to give any notice provided hereunder shall in no way be deemed a forfeiture of any Indemnitee’s rights to be indemnified hereunder; provided, however, if the Indemnitor shall have been prejudiced in any material respect by such failure so to notify the Indemnitor, the Indemnitor shall have the right to set off against any amounts payable or that ASCU become payable by the Indemnitor under this Agreement the amount by which the Indemnitor has been damaged (as finally determined by a court of competent jurisdiction) as a result of the failure so to notify the Indemnitor. A claim for indemnity may, at the option of the Indemnitee, be asserted as soon as any claim has been asserted by a third party in writing, regardless of whether actual harm has been suffered or out-of-pocket expenses incurred. B. At any time after the Indemnitee gives notice to the Indemnitor of a claim being made against the Indemnitee for which a claim for indemnity is being asserted, to the extent that such claim is not being defended by any third party under the terms of any applicable insurance policy or policies, the Indemnitee shall be entitled permit the Indemnitor, at its the option exclusively and expense of the Indemnitor, to control any Proceeding, including without limitation assume the Canyons Litigationdefense of such Action with authority to conduct such defense and to settle or otherwise dispose of the same (except as hereinafter provided), and each Party agrees the Indemnitee will reasonably cooperate in such defense. In order to assume such defense, (i) Indemnitor must notify Indemnitee in writing of its election to promptly notify the other Party do so within ten (10) calendar days following receipt of notice of the existence Action from Indemnitee—in the event that Indemnitor does not so notify Indemnitee within such ten (or alleged existence10) of the institution or commencement of any Proceeding instituted by any third partycalendar day period, Indemnitor shall be deemed to have elected not to assume such defense; and (ii) in Indemnitor must provide Indemnitee with evidence reasonably acceptable to Indemnitee that Indemnitor will have the case financial resources to defend against such Action and fulfill its indemnification obligations hereunder. After notice to the Indemnitee of ASCthe Indemnitor’s election to assume the defense of such Action as provided above, the Indemnitor shall be liable to cooperate fully with Indemnitors the Indemnitee for such legal or other expenses subsequently incurred at the request of the Indemnitor by the Indemnitee in connection therewith; providedwith the defense thereof. C. The Indemnitor will not, that Indemnitor’s right in defense of any such Action, except with the consent of the Indemnitee, consent to control the entry of any Proceeding shall not be construed as including the right to judgment or enter into any settlementsettlement that (i) does not include, consent as an unconditional term thereof, the release by claimant or plaintiff of Indemnitee from all claims and/or liability in respect thereof, or (ii) involves an injunction or other equitable relief, unless Indemnitor satisfies all such liabilities in full contemporaneously with the entry of such judgment or decree settlement. D. As to those Actions with respect to which the Indemnitor elects to assume control of the defense, the Indemnitor will afford the Indemnitee an opportunity to participate in such defense, at the Indemnitee’s own cost and expense and the Indemnitor agrees to reasonably cooperate in such defense. E. As to those Actions with respect to which the Indemnitor does not elect to assume control of the defense, (i) the Indemnitee will afford the Indemnitor an opportunity to participate in such defense, at the Indemnitor’s own cost and expense; (ii) the Indemnitee will not settle or other order or judgment affecting Indemnitees and whether involving monetary or non-monetary relief otherwise dispose of any of the same without the prior written approval consent of Indemniteesthe Indemnitor, which approval shall consent will not be unreasonably withheld; and (iii) the Indemnitor agrees to reasonably cooperate in such defense. F. The Indemnitor shall make payments to the Indemnitee, delayed or conditioned. Furthermorepursuant to the provisions hereof, Indemnitors agree with respect to keep ASC and the Indemnitees reasonably informed Actions of third parties as follows: with respect to out-of-pocket expenses of the status Indemnitee, on demand as incurred, and, with respect to amounts and fees owed to third parties, to the extent not paid directly to such third parties by the Indemnitor, on demand at the time of each Proceeding, including providing ASC and payment by the Indemnitees with copies of and access Indemnitee to ASCU’s, and any other Indemnitors’, legal counselsuch third party. (i) Payments for amounts due the Indemnitee or its Insiders hereunder shall be paid by either cash or cashier’s litigation files as well as providing Indemnitees with copies of all status reports or similar correspondence including, but not limited to, correspondence provided to any insurance carrier or bonding company with an interest in any such Proceeding or litigation. If ASCU fails to proceed promptly and diligently to respond to any such Proceeding as promptly as reasonably possible, including but not limited to failing to provide Indemnitees with notice of any proposed settlement prior to entering into such an agreement, and/or fails to keep Indemnitees reasonably informed of the status of any Proceeding, Indemnitees may send Notice of such failure to ASCU and if such failure is not corrected within 30 days after such Notice, Indemnitees may assume control of such Proceeding at Indemnitors’ sole expense. In the event of such an assumption of control of a Proceeding by Indemnitees, Indemnitees shall not enter into any settlement, consent decree or order without the prior written approval of ASCU, which approval shall not be unreasonably withheld, delayed or conditionedcheck.

Control of Litigation. (a) The Parties BOWLIN Indemnitees agree and acknowledge that ASCU shall be entitled at its option exclusively to control give prompt notice to the Company of txx xxsertion of any Proceedingthird party claim, including without limitation or the Canyons Litigation, and each Party agrees (i) to promptly notify the other Party of the existence (or alleged existence) of the institution or commencement of any Proceeding instituted third party suit, action, or proceeding in respect of which indemnity may be sought under SECTION 5.2 of this Agreement and of any Loss which any such Indemnitee deems to be reimbursable under SECTION 5.2 of this Agreement (specifying with reasonable particularity the basis therefore) and will give the Company such information with respect thereto as the Company may reasonably request; PROVIDED, HOWEVER, that the failure to give such notice by the Indemnitee shall not abrogate Indemnitee's rights hereunder unless such failure materially impairs the rights or ability of the Company to defend the suit, action or proceeding or to otherwise provide indemnification to the Indemnitee. The Company may, at its own expense, participate in and, upon notice to such Indemnitee, assume the defense of any third partysuch suit, action or proceeding, PROVIDED that the Company's counsel is reasonably satisfactory to such Indemnitee. The Company shall thereafter consult with such Indemnitee upon such Indemnitee's reasonable request for such consultation from time to time with respect to such suit, action, or proceeding, and (ii) in the case of ASCCompany shall not, to cooperate fully with Indemnitors in connection therewith; provided, that Indemnitor’s right to control any Proceeding shall not be construed as including the right to enter into any settlement, consent judgment or decree or other order or judgment affecting Indemnitees and whether involving monetary or non-monetary relief without the prior written approval of Indemniteessuch Indemnitee's consent, which approval consent shall not be unreasonably withheld, delayed settle or conditionedcompromise any such suit, action or claim. FurthermoreIf the Company assumes such defense, Indemnitors agree to keep ASC and such Indemnitees shall have the Indemnitees reasonably informed of the status of each Proceeding, including providing ASC and the Indemnitees with copies of and access to ASCU’s, and any other Indemnitors’, legal counsel’s litigation files as well as providing Indemnitees with copies of all status reports or similar correspondence including, right (but not limited tothe duty) to participate in the defense thereof and to employ counsel, correspondence provided to any insurance carrier or bonding company with an interest in any such Proceeding or litigation. If ASCU fails to proceed promptly and diligently to respond to any such Proceeding as promptly as reasonably possibleat their own expense, including but not limited to failing to provide Indemnitees with notice of any proposed settlement prior to entering into such an agreement, and/or fails to keep Indemnitees reasonably informed of separate from the status of any Proceeding, Indemnitees may send Notice of such failure to ASCU and if such failure is not corrected within 30 days after such Notice, Indemnitees may assume control of such Proceeding at Indemnitors’ sole expensecounsel employed by the Company. In the event that the Company, within ten days after the notice of any such an assumption action or claim, does not assume the defense thereof, the Indemnitee will have the right to undertake the defense, compromise or settlement of control any action, claim or proceeding for the account of a Proceeding the Company. For any period during which the Company has not assumed the defense thereof, the Company shall be liable for the fees and expenses of counsel employed by Indemniteesany Indemnitee. If the Indemnitees conduct the defense thereof, the Indemnitees shall not enter into any settlementconsult with the Company upon the Company's reasonable request for such consultation with respect to such suit, consent decree action or order proceeding and the Indemnitees shall not, without the prior written approval of ASCUCompany's consent, which approval consent shall not be unreasonably withheld, delayed settle or conditionedcompromise any such suit, action or claim. Whether or not the Company chooses to defend or prosecute any claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. (b) The Company shall not be liable under SECTION 5.2 hereof with respect to any Loss resulting from a claim or demand the defense of which the Company was not offered the opportunity to assume to the extent the Company's liability under SECTION 5.2 hereof is materially prejudiced as a result thereof. No investigation by any BOWLIN Indemnitee or BOWLIN Indemnitee Affiliate prior to the Contxxxxxxon Date shall rxxxxxx the Company of any liability hereunder.

Control of Litigation. The Parties agree Following the Effective Date, AMR shall, in its sole discretion, control and acknowledge that ASCU direct the conduct of any audit or inquiry or any administrative or judicial appeal or other proceeding regarding Spinoff Restructuring Taxes. Further, AMR shall be entitled at its option exclusively to have exclusive authority and control any Proceedingover the investigation, including without limitation the Canyons Litigationprosecution, defense, and each Party agrees (i) appeal of all Tax litigation relating to promptly notify or arising in connection with the Spinoff, and may settle or compromise, or consent to the entry of any judgment with respect to any such litigation, without the consent of Sabre. However, AMR and Sabre shall jointly control and direct the conduct of any audit or inquiry or any administrative or judicial appeal or other Party proceeding related to or arising out of representations 10, 11 or 14 of the existence (Sabre Representation Letter, and neither AMR nor Sabre shall settle or alleged existence) of compromise, or consent to the institution or commencement entry of any Proceeding instituted by judgment with respect to any third party, and (ii) in the case of ASC, to cooperate fully with Indemnitors in connection therewith; provided, that Indemnitor’s right to control any Proceeding shall not be construed as including the right to enter into any settlement, consent judgment or decree or other order or judgment affecting Indemnitees and whether involving monetary or non-monetary relief such litigation without the prior written approval of Indemnitees, which approval shall not be unreasonably withheld, delayed or conditioned. Furthermore, Indemnitors agree to keep ASC and the Indemnitees reasonably informed consent of the status other. Notwithstanding the foregoing provisions of each Proceedingthis Section 5.03: (i) AMR shall promptly notify Sabre of any action or threatened action by any Tax Authority which could give rise to liability or indemnification by Sabre under this agreement; (ii) AMR shall allow a representative of Sabre to participate in any meetings with such Tax Authority and shall allow Sabre reasonable opportunity to review and comment on any submission by AMR to such Tax Authority; and (iii) in the event that a Tax Authority raises a position which, including providing ASC and if sustained, would result in a Tax for which Sabre would bear one hundred percent (100%) of the Indemnitees with copies of and access to ASCU’sliability (as Indemnitor or otherwise) for such issue, and Sabre acknowledges in writing its agreement that it would be liable for such Tax and provides evidence (reasonably satisfactory to AMR) demonstrating its ability to pay such Tax, AMR shall afford Sabre the opportunity to control the contest of such assertion of Tax, at its own expense, in such manner as Sabre shall reasonably direct, and Sabre shall provide AMR the opportunity to reviw and comment upon any other Indemnitors’, legal counsel’s litigation files as well as providing Indemnitees with copies of all status reports or similar correspondence including, but not limited to, correspondence provided materials produced by Sabre pursuant to any insurance carrier or bonding company with an interest such contest prior to their submission and shall permit AMR to participate in any such Proceeding or litigation. If ASCU fails to proceed promptly and diligently to respond to meetings with any such Proceeding as promptly as reasonably possible, including but not limited to failing to provide Indemnitees with notice of any proposed settlement prior to entering into such an agreement, and/or fails to keep Indemnitees reasonably informed of the status of any Proceeding, Indemnitees may send Notice of such failure to ASCU and if such failure is not corrected within 30 days after such Notice, Indemnitees may assume control of such Proceeding at Indemnitors’ sole expense. In the event of such an assumption of control of a Proceeding by Indemnitees, Indemnitees shall not enter into any settlement, consent decree or order without the prior written approval of ASCU, which approval shall not be unreasonably withheld, delayed or conditionedTax Authority in connection therewith.

Control of Litigation. (a) The Parties Indemnitees and Indemnitee Affiliates agree and acknowledge that ASCU shall be entitled at its option exclusively to control any Proceeding, including without limitation give prompt notice to the Canyons Litigation, and each Party agrees (i) to promptly notify the other Party Indemnitors of the existence (assertion of any claim, or alleged existence) of the institution or commencement of any Proceeding instituted by suit, action, or proceeding in respect of which indemnity may be sought under Section 8.1.2 or Section 8.1.3 of this Agreement and of any third partyLoss which any such Indemnitee deems to be within the ambit of Section 8.1.2 or Section 8.1.3 of this Agreement (specifying with reasonable particularity the basis therefor) and will give the Indemnitors such information with respect thereto as the Indemnitors may reasonably request. The Indemnitors may, at their own expense, participate in and, upon notice to such Indemnitee, assume the defense of any such suit, action, or proceeding; provided that the Indemnitors' counsel is reasonably satisfactory to such Indemnitee, the Indemnitors shall thereafter consult with such Indemnitee upon such Indemnitee's reasonable request for such consultation from time to time with respect to such suit, action, or proceeding, and (ii) in the case of ASCIndemnitors shall not, to cooperate fully with Indemnitors in connection therewith; provided, that Indemnitor’s right to control any Proceeding shall not be construed as including the right to enter into any settlement, consent judgment or decree or other order or judgment affecting Indemnitees and whether involving monetary or non-monetary relief without the prior written approval of Indemniteessuch Indemnitee's consent, which approval consent shall not be unreasonably withheld, delayed settle or conditionedcompromise any such suit, action, or claim. FurthermoreIf the Indemnitors assume such defense, such Indemnitees shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by the Indemnitors. For any period during which the Indemnitors agree have not assumed the defense thereof, the Indemnitors shall be liable for the fees and expenses of counsel employed by any Indemnitee; provided, however, that the Indemnitors shall not be liable for the fees or expenses of more than one counsel employed by any Indemnitee in any jurisdiction for all Indemnitees. If the Indemnitees assume the defense thereof, the Indemnitees shall thereafter consult with the Indemnitors upon the Indemnitors' reasonable request for such consultation from time to keep ASC time with respect to such suit, action, or proceeding and the Indemnitees reasonably informed of the status of each Proceedingshall not, including providing ASC and the Indemnitees with copies of and access to ASCU’s, and any other Indemnitors’, legal counsel’s litigation files as well as providing Indemnitees with copies of all status reports or similar correspondence including, but not limited to, correspondence provided to any insurance carrier or bonding company with an interest in any such Proceeding or litigation. If ASCU fails to proceed promptly and diligently to respond to any such Proceeding as promptly as reasonably possible, including but not limited to failing to provide Indemnitees with notice of any proposed settlement prior to entering into such an agreement, and/or fails to keep Indemnitees reasonably informed of the status of any Proceeding, Indemnitees may send Notice of such failure to ASCU and if such failure is not corrected within 30 days after such Notice, Indemnitees may assume control of such Proceeding at Indemnitors’ sole expense. In the event of such an assumption of control of a Proceeding by Indemnitees, Indemnitees shall not enter into any settlement, consent decree or order without the prior written approval of ASCUIndemnitors' consent, which approval consent shall not be unreasonably withheld, delayed settle or conditionedcompromise any such suit, action or claim. (b) No investigation by any Indemnitee or Indemnitee Affiliate prior to the Closing Date shall relieve any Indemnitor of any liability hereunder.

Control of Litigation. The Parties agree and acknowledge that ASCU shall be entitled at its option exclusively to control (a) Promptly after receipt by any Proceeding, including without limitation the Canyons Litigation, and each Party agrees (i) to promptly notify the other Party Indemnitee of notice of the existence (or alleged existence) of the institution or commencement of any Proceeding instituted by any third partyaction, and (ii) in suit or proceeding or the case of ASC, to cooperate fully with Indemnitors in connection therewith; provided, that Indemnitor’s right to control any Proceeding shall not be construed as including the right to enter into any settlement, consent judgment or decree or other order or judgment affecting Indemnitees and whether involving monetary or non-monetary relief without the prior written approval of Indemnitees, which approval shall not be unreasonably withheld, delayed or conditioned. Furthermore, Indemnitors agree to keep ASC and the Indemnitees reasonably informed of the status of each Proceeding, including providing ASC and the Indemnitees with copies of and access to ASCU’s, and any other Indemnitors’, legal counsel’s litigation files as well as providing Indemnitees with copies of all status reports or similar correspondence including, but not limited to, correspondence provided to any insurance carrier or bonding company with an interest in any such Proceeding or litigation. If ASCU fails to proceed promptly and diligently to respond to any such Proceeding as promptly as reasonably possible, including but not limited to failing to provide Indemnitees with notice assertion of any proposed settlement prior to entering into such claim or demand in respect of which indemnity may be sought hereunder (an agreement“Indemnified Matter”), and/or fails to keep Indemnitees reasonably informed of the status of any Proceeding, Indemnitees may send Notice Indemnitee shall notify Seller in writing (the “Claim Notice”) of such failure to ASCU and if notice. Seller shall at its own expense assume the defense of such failure is not corrected Indemnified Matter, within 30 days after such receipt of the Claim Notice, Indemnitees may assume control ; provided that the Indemnitee shall upon reasonable notice by Seller consult from time to time in respect of such Proceeding Indemnified Matter and provide Seller with any documents or other items or access to any witness which Seller deems in its reasonable judgment to be necessary in connection with any Indemnified Matter and any out-of-pocket costs therefor shall be paid or reimbursed by Seller. The Indemnitee may participate in the defense of any Indemnified Matter and employ separate counsel, at Indemnitors’ sole its own expense. In ; provided that if the event defendants or potential defendants or obligors in connection with any Indemnified Matter shall include both Seller and an Indemnitee, and such Indemnitee shall have reasonably concluded that counsel selected by Seller has a conflict of interest because of the availability of different or additional defenses to such Indemnitee, such Indemnitee shall have the right to select separate counsel to participate in the defense or handling of such an assumption Indemnified Matter on its behalf, at the expense of control Seller. Seller may, in its sole discretion, defend, settle or compromise any such suit, action or claim, provided that Seller shall be solely liable in respect of a Proceeding Losses arising therefrom (whether by Indemniteespayment of any judgment, Indemnitees shall not enter into any settlement, consent decree amount or order without indemnity hereunder). If Seller chooses to defend or prosecute any claim, the prior written approval Indemnitee hereto shall cooperate in the defense or prosecution thereof at the expense of ASCU, which approval the Seller in each case. (b) Seller shall not be unreasonably withheldliable under Section 5.1 hereof with respect to any Loss of an Indemnitee resulting from a claim or demand of which such Indemnitee had actual knowledge and following which Seller was not notified in a timely basis and offered the opportunity to assume the defense of such claim or demand as provided under Section 5.2(a) hereof, delayed but only to the extent Seller is prejudiced as a result of not having had timely notice or conditionedthe opportunity to assume the defense of such claim or demand; provided however that Seller shall be deemed to have received notice and been offered the opportunity to defend under Section 5.2(a) hereof if notice of such claim or demand shall have been received by an Affiliate of Seller. (c) Seller and Indemnitee shall fully cooperate with each other in regard to any such Indemnified Matter, including without limitation, delivering copies of all pleadings, documents, reports and correspondence to the other party, and acting reasonably in all matters in which joint decisions are required, at the expense of the Seller in each case.

Control of Litigation. The Parties agree and acknowledge that ASCU shall be entitled at its option exclusively to control any Proceeding, including without limitation the Canyons Litigation, and each Party agrees (i) to promptly notify the other Party Promptly after receipt by any Indemnified Person of notice of the existence (or alleged existence) of the institution or commencement of any Proceeding instituted action, suit or proceeding or the written assertion of any claim or demand in respect of which indemnity may be sought hereunder (an "Indemnified Matter"), the Indemnified Person shall notify Lessee in writing (the "Claim Notice") of such notice. Lessee shall at its own expense assume the defense of such Indemnified Matter within 30 days after receipt of the Claim Notice; provided that the Indemnified Person shall upon reasonable notice by Lessee consult from time to time. in respect of such Indemnified Matter and provide Lessee with any third partydocuments or other items or access to any witness which Lessee deems in its reasonable judgment to be necessary in connection with any Indemnified Matter and any reasonable out-of-pocket costs therefor shall be paid or reimbursed by Lessee. The Indemnified Person may participate in the defense of any Indemnified Matter and employ separate counsel, at its own expense; provided that if the defendants or potential defendants or obligors in connection with any Indemnified Matter shall include both Lessee and an Indemnified Person, and such Indemnified Person shall have reasonably concluded that counsel selected by Lessee has a conflict of interest because of the availability of different or additional defenses to such Indemnified Person, such Indemnified Person shall have the right to select separate counsel to participate in the defense or handling of such Indemnified Matter on its behalf, at the expense of Lessee. So long as no Event of Default with respect to an Aircraft shall have occurred and be continuing, Lessee may, in its sole discretion, defend, settle or compromise any such suit, action or claim with respect to such Aircraft; provided that (x) Lessee shall be solely liable in respect of losses arising-therefrom (whether by payment of any judgment, settlement, amount or indemnity hereunder), and (iiy) in the case of ASC, to cooperate fully with Indemnitors in connection therewith; provided, that Indemnitor’s right to control any Proceeding Lessee shall not be construed as including settle any such suit, action or claim to the right to enter into any settlement, consent judgment or decree or extent it involves remedies other order or judgment affecting Indemnitees and whether involving than monetary or non-monetary relief damages without the prior written approval consent of Indemniteesthe relevant Indemnified Person, which approval consent shall not be unreasonably withheld. If Lessee chooses to defend or prosecute any claim, delayed the Indemnified Person hereto shall cooperate in the defense or conditioned. Furthermoreprosecution thereof. (ii) Lessee shall not be liable under Section 10(a) hereof with respect to any amount resulting from a claim or demand of which such Indemnified Person had actual knowledge and following which Lessee was not notified on a timely basis and offered the opportunity to assume the defense of such claim or demand as provided under Section 10(b)(i) hereof, Indemnitors agree but only to keep ASC the extent Lessee is prejudiced as a result of not having-had timely notice or the opportunity to assume the defense of such claim-or demand; provided, however, that Lessee shall be deemed to have received notice and been offered the Indemnitees reasonably informed opportunity to defend under Section 10(b)(i) hereof if notice of the status such claim or demand shall have been received by an Affiliate of Lessee. (iii) Lessee and Indemnified Person shall fully cooperate with each Proceedingother in regard to any such Indemnified Matter, including providing ASC and the Indemnitees with copies of and access to ASCU’swithout limitation, and any other Indemnitors’, legal counsel’s litigation files as well as providing Indemnitees with delivering copies of all status pleadings, documents, reports or similar and correspondence includingto the other party, but not limited to, correspondence provided to any insurance carrier or bonding company with an interest and acting reasonably in any such Proceeding or litigation. If ASCU fails to proceed promptly and diligently to respond to any such Proceeding as promptly as reasonably possible, including but not limited to failing to provide Indemnitees with notice of any proposed settlement prior to entering into such an agreement, and/or fails to keep Indemnitees reasonably informed of the status of any Proceeding, Indemnitees may send Notice of such failure to ASCU and if such failure is not corrected within 30 days after such Notice, Indemnitees may assume control of such Proceeding at Indemnitors’ sole expense. In the event of such an assumption of control of a Proceeding by Indemnitees, Indemnitees shall not enter into any settlement, consent decree or order without the prior written approval of ASCU, all matters in which approval shall not be unreasonably withheld, delayed or conditionedjoint decisions are required.

Control of Litigation. The Parties agree (a) Seller, FGWLA or CLAC, as appropriate, shall supervise and acknowledge that ASCU shall be entitled control the investigation, contest, defense and/or settlement of all Sellers Extra Contractual Obligations claims which do not also involve Insurance Liabilities and all Existing Litigation at its option exclusively own cost and expense (the “Seller Legal Proceedings”). Purchaser shall supervise and control the investigation, contest, defense and/or settlement of all litigation involving Insurance Liabilities (whether or not such litigation also involves Sellers Extra Contractual Obligations) to control the extent not subject to the provisions of Section 11.01 (insofar as it relates to Sellers Extra Contractual Obligations) and, to the extent they are not subject to the provisions of Section 11.01, Other Assumed Liabilities at its own cost and expense (the “ Purchaser Legal Proceedings”). (b) At Seller’s, FGWLA’s or CLAC’s request, Purchaser shall provide a report summarizing the nature of any Purchaser Legal Proceedings, the alleged actions or omissions giving rise to such Purchaser Legal Proceedings and copies of any files or other documents that Seller, FGWLA or CLAC may reasonably request in connection with its review of these matters. At Purchaser’s request, Seller, FGWLA or CLAC shall provide a report summarizing the nature of any Seller Legal Proceedings, the alleged actions or omissions giving rise to such Seller Legal Proceedings and copies of any files or other documents that Purchaser may reasonably request in connection with its review of such matters. (c) Notwithstanding anything in this Agreement to the contrary, Purchaser shall have the right to engage in its own separate legal representation, at its own expense, and to participate fully in the defense of any Seller Legal Proceedings involving a Seller Subsidiary without waiving any of its rights to indemnification under Article XI. Seller, FGWLA, CLAC and Purchaser shall, and Purchaser shall cause the Seller Subsidiaries to, cooperate with each other with respect to the administration of any Seller Legal Proceeding. In connection therewith, Purchaser shall have the right to monitor and receive periodic updates regarding any Seller Legal Proceedings not involving a Seller Subsidiary. Whether or not Purchaser shall have participated in the defense of any Seller Legal Proceeding, including none of Seller, FGWLA or CLAC shall compromise or settle any such Seller Legal Proceeding without limitation the Canyons LitigationPurchaser’s prior written consent (not to be unreasonably withheld or delayed), and each Party agrees unless (i) to promptly notify the other Party there is no finding or admission of any violation of law or any violation of the existence (or alleged existence) of the institution or commencement rights of any Proceeding instituted by Person and no effect on any third party, other claims that may be made against any Seller Subsidiary and (ii) the sole relief provided is monetary damages that are paid in full by Seller, FGWLA or CLAC without any liability to Purchaser under Article XI and a full and complete release is provided to any applicable Seller Subsidiary. (d) Notwithstanding anything in this Agreement to the case of ASCcontrary, to cooperate fully with Indemnitors in connection therewith; providedSeller, that Indemnitor’s right to control any Proceeding FGWLA or CLAC shall not be construed as including have the right to enter into engage in its own separate legal representation, at its own expense, and to participate fully in the defense of any settlementPurchaser Legal Proceedings without waiving any of their rights to indemnification under Article XI or under the Indemnity Reinsurance Agreements. Purchaser, consent judgment Seller, FGWLA and CLAC shall cooperate with each other with respect to the administration of any Purchaser Legal Proceeding. Whether or decree not Seller, FGWLA or other order CLAC shall have participated in the defense of any Purchaser Legal Proceeding, Purchaser shall not compromise or judgment affecting Indemnitees and whether involving monetary settle any such Purchaser Legal Proceeding without Seller’s, FGWLA’s or non-monetary relief without the CLAC’s prior written approval of Indemnitees, which approval shall consent (not to be unreasonably withheldwithheld or delayed), delayed unless (i) there is no finding or conditioned. Furthermoreadmission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against Seller, Indemnitors agree FGWLA or CLAC and (ii) the sole relief provided is monetary damages that are paid in full by Purchaser without any liability to keep ASC Seller, FGWLA or CLAC under Article XI and a full and complete release is provided to Seller, FGWLA and CLAC. (e) Purchaser and Seller shall cooperate in the defense or prosecution of any Action (a “Shared Action”) other than Seller Legal Proceedings and Purchaser Legal Proceedings which involves both (i) Excluded Liabilities, Subsidiary Indemnified Liabilities, and other liabilities which are the ultimate responsibility of Seller and its Affiliates, giving effect to the Assignment and Assumption Agreement, the Subsidiary Assumption Agreement and the Indemnitees reasonably informed indemnities provided under this Article XI (without regard for the .75% of Purchase Price limitation in Sections 11.01(a) and 11.01(b)) (“ Seller Liabilities ”) and (ii) Assumed Liabilities, Subsidiary Liabilities, and other liabilities which are the status ultimate responsibility of each ProceedingPurchaser and its Affiliates (including the Seller Subsidiaries), including providing ASC giving effect to the Assignment and Assumption Agreement and the Indemnitees with copies indemnities provided under this Article XI (without regard for the .75% of and access to ASCU’s, and any other Indemnitors’, legal counsel’s litigation files as well as providing Indemnitees with copies of all status reports or similar correspondence includingPurchase Price limitation in Section 11.01(b)) (“Purchaser Liabilities”), but not limited toinvolving Taxes. Seller, correspondence provided if Seller Liabilities predominate in a Shared Action not involving a Governmental Entity, or Purchaser, if Purchaser Liabilities predominate in a Shared Action not involving a Governmental Entity (such party, the “ Primary Party”) shall have the rights and obligations of the Indemnifying Party under Section 11.02(b), and the other such party (the “ Other Party”) shall have the rights and obligations of the Indemnified Party under Section 11.02(b), except that (1) the expenses of the Other Party in cooperating with the Primary Party shall be borne by the Other Party, and (2) the relative significance of the Seller Liabilities and the Purchaser Liabilities shall be taken into account appropriately by the Other Party in deciding whether to any insurance carrier consent to a settlement, compromise or bonding company with an interest in any such Proceeding or litigationdischarge. If ASCU fails neither Seller Liabilities nor Purchaser Liabilities predominate in a Shared Action not involving a Governmental Entity, each party shall be permitted to proceed promptly and diligently to respond to any settle, compromise or discharge its portion of such Proceeding as promptly as litigation reasonably possible, including but not limited to failing to provide Indemnitees with notice of any proposed settlement prior to entering into such an agreement, and/or fails to keep Indemnitees reasonably informed without the consent of the status other party, and the parties shall, to the extent feasible, consider employing joint counsel for such Shared Action, or taking steps necessary to sever such Shared Action so that each party may defend or prosecute its portion separately. If a Shared Action involves a Governmental Entity, Purchaser shall have the rights and obligations of any Proceedingthe Indemnifying Party under Section 11.02(b) and Seller shall have the rights and obligations of the Indemnified Party under Section 11.02(b), Indemnitees may send Notice but the costs of such failure to ASCU the parties shall be allocated equitably in light of the relative significance of Purchaser Liabilities and if such failure is not corrected within 30 days after such Notice, Indemnitees may assume control of such Proceeding at Indemnitors’ sole expense. In the event of such an assumption of control of a Proceeding by Indemnitees, Indemnitees shall not enter into any settlement, consent decree or order without the prior written approval of ASCU, which approval shall not be unreasonably withheld, delayed or conditionedSeller Liabilities.

Control of Litigation. The Parties agree A. Promptly, or in any event within ten (10) calendar days (in the case of service of legal process) or within thirty (30) calendar days (in the case of any other claim), following receipt by any party to be indemnified under the provisions of this ARTICLE IX (the “Indemnitee”) of notice of any action, suit, proceeding, claim, demand or assessment (each, an “Action”) against the Indemnitee that might give rise to a claim pursuant to Section 9.01, Section 9.02 or Section 9.03, the Indemnitee shall give written notice thereof to the party or parties obligated to provide such indemnification under the provisions of this ARTICLE IX (collectively, the “Indemnitor”) indicating the nature of such claim, the basis therefore and acknowledge the estimated amount thereof. Failure to give any notice provided hereunder shall in no way be deemed a forfeiture of any Indemnitee’s rights to be indemnified hereunder; provided, however, if the Indemnitor shall have been prejudiced in any material respect by such failure so to notify the Indemnitor, the Indemnitor shall have the right to set off against any amounts payable or that ASCU become payable by the Indemnitor under this Agreement the amount by which the Indemnitor has been damaged (as finally determined by a court of competent jurisdiction) as a result of the failure so to notify the Indemnitor. A claim for indemnity may, at the option of the Indemnitee, be asserted as soon as any claim has been asserted by a third party in writing, regardless of whether actual harm has been suffered or out-of-pocket expenses incurred. B. At any time after the Indemnitee gives notice to the Indemnitor of a claim being made against the Indemnitee for which a claim for indemnity is being asserted, to the extent that such claim is not being defended by any third party under the terms of any applicable insurance policy or policies, the Indemnitee shall be entitled permit the Indemnitor, at its the option exclusively and expense of the Indemnitor, to control any Proceeding, including without limitation assume the Canyons Litigationdefense of such Action with authority to conduct such defense and to settle or otherwise dispose of the same (except as hereinafter provided), and each Party agrees the Indemnitee will reasonably cooperate in such defense. In order to assume such defense, (i) Indemnitor must notify Indemnitee in writing of its election to promptly notify the other Party do so within ten (10) calendar days following receipt of notice of the existence Action from Indemnitee—in the event that Indemnitor does not so notify Indemnitee within such ten (or alleged existence10) of the institution or commencement of any Proceeding instituted by any third partycalendar day period, Indemnitor shall be deemed to have elected not to assume such defense; and (ii) in Indemnitor must provide Indemnitee with evidence reasonably acceptable to Indemnitee that Indemnitor will have the case financial resources to defend against such Action and fulfill its indemnification obligations hereunder. After notice to the Indemnitee of ASCthe Indemnitor’s election to assume the defense of such Action as provided above, the Indemnitor shall be liable to cooperate fully with Indemnitors the Indemnitee for such legal or other expenses subsequently incurred at the request of the Indemnitor by the Indemnitee in connection therewith; providedwith the defense thereof. C. The Indemnitor will not, that Indemnitor’s right in defense of any such Action, except with the consent of the Indemnitee, consent to control the entry of any Proceeding shall not be construed as including the right to judgment or enter into any settlementsettlement that (i) does not include, consent as an unconditional term thereof, the release by claimant or plaintiff of Indemnitee from all claims and/or liability in respect thereof, or (ii) involves an injunction or other equitable relief, unless Indemnitor satisfies all such liabilities in full contemporaneously with the entry of such judgment or decree settlement. D. As to those Actions with respect to which the Indemnitor elects to assume control of the defense, the Indemnitor will afford the Indemnitee an opportunity to participate in such defense, at the Indemnitee’s own cost and expense and the Indemnitor agrees to reasonably cooperate in such defense. E. As to those Actions with respect to which the Indemnitor does not elect to assume control of the defense, (i) the Indemnitee will afford the Indemnitor an opportunity to participate in such defense, at the Indemnitor’s own cost and expense; (ii) the Indemnitee will not settle or other order or judgment affecting Indemnitees and whether involving monetary or non-monetary relief otherwise dispose of any of the same without the prior written approval consent of Indemniteesthe Indemnitor, which approval shall consent will not be unreasonably withheld; and (iii) the Indemnitor agrees to reasonably cooperate in such defense. F. The Indemnitor shall make payments to the Indemnitee, delayed or conditioned. Furthermorepursuant to the provisions hereof, Indemnitors agree with respect to keep ASC and the Indemnitees reasonably informed Actions of third parties as follows: with respect to out-of-pocket expenses of the status Indemnitee, on demand as incurred, and, with respect to amounts and fees owed to third parties, to the extent not paid directly to such third parties by the Indemnitor, on demand at the time of each Proceeding, including providing ASC and payment by the Indemnitees with copies of and access Indemnitee to ASCU’s, and any other Indemnitors’, legal counselsuch third party. (i) Payments for amounts due the Indemnitee or its Insiders hereunder shall be paid by either cash or cashier’s litigation files as well as providing Indemnitees with copies of all status reports or similar correspondence including, but not limited to, correspondence provided to any insurance carrier or bonding company with an interest in any such Proceeding or litigation. If ASCU fails to proceed promptly and diligently to respond to any such Proceeding as promptly as reasonably possible, including but not limited to failing to provide Indemnitees with notice of any proposed settlement prior to entering into such an agreement, and/or fails to keep Indemnitees reasonably informed of the status of any Proceeding, Indemnitees may send Notice of such failure to ASCU and if such failure is not corrected within 30 days after such Notice, Indemnitees may assume control of such Proceeding at Indemnitors’ sole expense. In the event of such an assumption of control of a Proceeding by Indemnitees, Indemnitees shall not enter into any settlement, consent decree or order without the prior written approval of ASCU, which approval shall not be unreasonably withheld, delayed or conditionedcheck.

Control of Litigation. The Parties agree and acknowledge that ASCU Stockholders’ Representative and/or the Principal Stockholders shall be entitled at its option exclusively to control any Proceeding, including without limitation the Canyons Litigation, and each Party agrees (i) to promptly notify the other Party of the existence (or alleged existence) of the institution or commencement of any Proceeding instituted by any third party, and (ii) in the case of ASC, to cooperate fully with Indemnitors in connection therewith; provided, that Indemnitor’s right to control any Proceeding shall not be construed as including have the right to enter into negotiate, compromise and settle the Fannan Litigation on behalf of the Company, provided, however, that if any settlement, consent judgment or decree settlement of the Fannan Litigation involves an injunction or other order equitable relief, or, if, in the reasonable discretion of the Buyer, the settlement could reasonably be expected to have an adverse impact on the Company’s or judgment affecting Indemnitees its Subsidiaries’ ongoing business operations and whether involving monetary or non-monetary relief without profitability (excluding the payment of the Fannan Litigation Expenses), then the Stockholders’ Representative and/or the Principal Stockholders must receive the prior written approval of Indemnitees, which approval shall not be unreasonably withheld, delayed or conditioned. Furthermore, Indemnitors agree to keep ASC and the Indemnitees reasonably informed consent of the status of each Proceeding, including providing ASC and the Indemnitees with copies of and access to ASCU’s, and any other Indemnitors’, legal counsel’s litigation files as well as providing Indemnitees with copies of all status reports or similar correspondence including, but not limited to, correspondence provided to any insurance carrier or bonding company with an interest in any such Proceeding or litigation. If ASCU fails to proceed promptly and diligently to respond to any such Proceeding as promptly as reasonably possible, including but not limited to failing to provide Indemnitees with notice of any proposed settlement Buyer prior to entering into such an agreementsettlement. Following the Closing, and/or fails the Buyer shall retain the right to keep Indemnitees reasonably informed employ its own counsel and to participate in the negotiation and settlement of the status Fannan Litigation. From the Closing Date until the final settlement or adjudication of the Fannan Litigation, the Buyer and the Surviving Corporation shall provide the Stockholders’ Representative reasonable access to Representatives of the Surviving Corporation and the Surviving Corporation’s books, records and personnel reasonably necessary to negotiate, compromise and settle the Fannan litigation and otherwise agree to reasonably cooperate with the Stockholders’ Representative in helping to negotiate, compromise and settle the Fannan Litigation, provided, however, that any Proceedingout-of-pocket expenses incurred by the Surviving Corporation in providing such reasonable cooperation shall be deemed Fannan Litigation Expenses for purposes hereof. The Company (including following the Effective Time the Surviving Corporation) shall implement and take the actions set forth in that certain Stipulation of Settlement executed on or about October 31, Indemnitees may send Notice 2007 with regard to the Fannan Litigation, provided, however, that any amendment of such failure Stipulation of Settlement that involves an injunction or other equitable relief, or, if, in the reasonable discretion of the Buyer, the amendment could reasonably be expected to ASCU have an adverse impact on the Company’s or its Subsidiaries’ ongoing business operations and if such failure is not corrected within 30 days after such Noticeprofitability (excluding the payment of the Fannan Litigation Expenses), Indemnitees may assume control of such Proceeding at Indemnitorsthen the Stockholders’ sole expense. In Representative and/or the event of such an assumption of control of a Proceeding by Indemnitees, Indemnitees shall not enter into any settlement, consent decree or order without Stockholders must receive the prior written approval consent of ASCU, which approval shall not be unreasonably withheld, delayed or conditionedthe Buyer prior to entering into such amendment.

Control of Litigation. (a) The Parties Indemnitees and Indemnitee Affiliates agree and acknowledge that ASCU shall be entitled at its option exclusively to control any Proceeding, including without limitation give prompt notice to the Canyons Litigation, and each Party agrees (i) to promptly notify the other Party Indemnitors of the existence (assertion of any claim, or alleged existence) of the institution or commencement of any Proceeding instituted by suit, action, or proceeding in respect of which indemnity may be sought under Section 8.1(b) or Section 8.1 (c) of this Agreement and of any third partyLoss which any such Indemnitee deems to be within the ambit of Section 8.1(b) or Section 8.1(c) of this Agreement (specifying with reasonable particularity the basis therefor) and will give the Indemnitors such information with respect thereto as the Indemnitors may reasonably request. The Indemnitors may, at their own expense, participate in and, upon notice to such Indemnitee, assume the defense of any such suit, action, or proceeding; provided that the Indemnitors' counsel is reasonably satisfactory to such Indemnitee, the Indemnitors shall thereafter consult with such Indemnitee upon such Indemnitee's reasonable request for such consultation from time to time with respect to such suit, action, or proceeding, and (ii) in the case of ASCIndemnitors shall not, to cooperate fully with Indemnitors in connection therewith; provided, that Indemnitor’s right to control any Proceeding shall not be construed as including the right to enter into any settlement, consent judgment or decree or other order or judgment affecting Indemnitees and whether involving monetary or non-monetary relief without the prior written approval of Indemniteessuch Indemnitee's consent, which approval consent shall not be unreasonably withheld, delayed settle or conditionedcompromise any such suit, action, or claim. FurthermoreIf the Indemnitors assume such defense, such Indemnitees shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by the Indemnitors. For any period during which the Indemnitors agree have not assumed the defense thereof, the Indemnitors shall be liable for the fees and expenses of counsel employed by any Indemnitee; provided, however, that the Indemnitors shall not be liable for the fees or expenses of more than one counsel employed by any Indemnitee in any jurisdiction for all Indemnitees. If the Indemnitees assume the defense thereof, the Indemnitees shall thereafter consult with the Indemnitors upon the Indemnitors' reasonable request for such consultation from time to keep ASC time with respect to such suit, action, or proceeding and the Indemnitees reasonably informed of the status of each Proceedingshall not, including providing ASC and the Indemnitees with copies of and access to ASCU’s, and any other Indemnitors’, legal counsel’s litigation files as well as providing Indemnitees with copies of all status reports or similar correspondence including, but not limited to, correspondence provided to any insurance carrier or bonding company with an interest in any such Proceeding or litigation. If ASCU fails to proceed promptly and diligently to respond to any such Proceeding as promptly as reasonably possible, including but not limited to failing to provide Indemnitees with notice of any proposed settlement prior to entering into such an agreement, and/or fails to keep Indemnitees reasonably informed of the status of any Proceeding, Indemnitees may send Notice of such failure to ASCU and if such failure is not corrected within 30 days after such Notice, Indemnitees may assume control of such Proceeding at Indemnitors’ sole expense. In the event of such an assumption of control of a Proceeding by Indemnitees, Indemnitees shall not enter into any settlement, consent decree or order without the prior written approval of ASCUIndemnitors' consent, which approval consent shall not be unreasonably withheld, delayed settle or conditionedcompromise any such suit, action. or claim. Whether or not the Indemnitors choose to defend or prosecute any claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. (b) No investigation by any Indemnitee or Indemnitee Affiliate prior to the Closing Date shall relieve any Indemnitor of any liability hereunder.

Control of Litigation. The Parties agree and acknowledge that ASCU Company shall be entitled at its option exclusively to control any Proceeding, including without limitation the Canyons Litigation, and each Party agrees (i) to promptly notify the other Party Stuart of the existence (or alleged existence) of the institution or commencement of any Proceeding instituted by action, suit, or proceeding with respect to a Liability or the assertion of any third partyLiability, and (ii) in the each case of ASC, as to cooperate fully with Indemnitors in connection therewithwhich indemnification is sought; provided, that Indemnitor’s right the failure to control any Proceeding provide such notice shall not release Stuart from any of its obligations to indemnify hereunder to the extent that such failure does not materially prejudice the rights of Stuart in his ability to defend such Liability. Stuart shall, at his own expense, assume or cause to be construed as including assumed the right defense of any such Liability within thirty (30) days after the Company shall have notified Stuart thereof. The Company, upon reasonable notice by Stuart or the person assuming the defense shall consult from time to enter into time with respect to such Liability and provide Stuart or the person assuming the defense with any documents or other items or access to any witness which Stuart or the person assuming the defense deems in its reasonable judgment to be necessary in connection with the defense of such Liability, and Stuart shall pay or reimburse or cause to be paid or reimbursed, any reasonable out-of-pocket costs therefor. The Company may participate in the defense of any such Liability and employ separate counsel, at its own expense, unless such Investor Indemnitee shall have reasonably determined that counsel selected by Stuart or such person has a conflict of interest because of the availability of different or additional defenses to the Company in which case Stuart shall pay or cause to be paid the costs and expenses of counsel employed by the Company. Stuart and his insurers may, in their sole discretion, defend, settle, or compromise any such action, suit or proceeding; provided, that Stuart and its insurers shall be liable in respect of all Liabilities relating thereto (whether by payment of any judgment, settlement, consent judgment amount or decree indemnity hereunder) and no settlement or other order compromise shall be entered into unless the Company is fully released or judgment affecting Indemnitees and whether involving monetary or non-monetary relief without discharged from all such Liabilities. Participation by the prior written approval of Indemnitees, which approval shall not be unreasonably withheld, delayed or conditioned. Furthermore, Indemnitors agree to keep ASC and the Indemnitees reasonably informed of the status of each Proceeding, including providing ASC and the Indemnitees with copies of and access to ASCU’s, and any other Indemnitors’, legal counsel’s litigation files as well as providing Indemnitees with copies of all status reports or similar correspondence including, but not limited to, correspondence provided to any insurance carrier or bonding company with an interest Company in any such Proceeding action, suit, or litigation. If ASCU fails claim shall not constitute a waiver of the indemnification provided in this Article V. Nothing contained in this Article V shall be deemed to proceed promptly and diligently require the Company to respond contest any Liability or to any such Proceeding as promptly as reasonably possible, including but not limited to failing to provide Indemnitees with notice assume responsibility for or control of any proposed settlement prior to entering into such an agreement, and/or fails to keep Indemnitees reasonably informed of the status of any Proceeding, Indemnitees may send Notice of such failure to ASCU and if such failure is not corrected within 30 days after such Notice, Indemnitees may assume control of such Proceeding at Indemnitors’ sole expense. In the event of such an assumption of control of a Proceeding by Indemnitees, Indemnitees shall not enter into any settlement, consent decree or order without the prior written approval of ASCU, which approval shall not be unreasonably withheld, delayed or conditionedjudicial proceeding with respect thereto.

Control of Litigation. (a) The Parties acknowledge and agree that, from and acknowledge that ASCU after the Closing Date, Seller shall be entitled at its option exclusively to control control, defend and settle any Proceedingsuit, including without limitation the Canyons Litigationaction or proceeding, and each Party agrees (i) any investigation arising out of or related to promptly notify the other Party of the existence (any Excluded Assets or alleged existence) of the institution or commencement of any Proceeding instituted by any third partyExcluded Liabilities, and (ii) in the case of ASC, Purchaser agrees to cooperate fully with Indemnitors reasonably in connection therewith, it being understood that Purchaser shall not be required to incur any cost in connection with any such settlement but may be required to provide a release to a third party claimant in respect of the specific matters involved in such suit, action, proceeding or investigation; provided, however, that Indemnitor’s right Seller shall reimburse Purchaser for all reasonable costs and expenses incurred in providing such cooperation to control Seller and shall not unreasonably interfere with operations at the Facilities or the Facilities Switchyard. (b) The Parties acknowledge and agree that, from and after the Closing Date, Purchaser shall be entitled exclusively (except as otherwise described in subsection (c) of this Section) to control, defend and settle any Proceeding suit, action or proceeding, and any investigation arising out of or related to any Asset or Assumed Liabilities, and Seller agrees to cooperate reasonably in connection therewith, it being understood that Seller shall not be construed as including required to incur any cost in connection with any such settlement but may be required to provide a release to a third party claimant in respect of the right specific matters involved in such suit, action, proceeding, or investigation; provided, however, that Purchaser shall reimburse Seller for all reasonable costs and expenses incurred in providing such cooperation to enter into any settlement, consent judgment or decree or other order or judgment affecting Indemnitees Purchaser and whether involving monetary or non-monetary relief without the prior written approval of Indemnitees, which approval shall not unreasonably interfere with Seller's operations. (c) Subject to SECTION 6.6, the Parties acknowledge and agree that, from and after the Closing Date, Seller shall be unreasonably withheldentitled exclusively to control, delayed defend and settle any action or conditioned. Furthermoreproceeding associated with any Tax and related audit, Indemnitors agree to keep ASC and the Indemnitees reasonably informed of the status of each Proceeding, including providing ASC and the Indemnitees with copies of and access to ASCU’s, and any other Indemnitors’, legal counsel’s appeals process or litigation files as well as providing Indemnitees with copies of all status reports or similar correspondence including, but not limited to, correspondence provided to any insurance carrier or bonding company with an interest in any such Proceeding or litigation. If ASCU fails to proceed promptly and diligently to respond to any such Proceeding as promptly as reasonably possible, including but not limited to failing to provide Indemnitees with notice of any proposed settlement for taxable periods occurring prior to entering into such an agreement, and/or fails to keep Indemnitees reasonably informed of the status of any Proceeding, Indemnitees may send Notice of such failure to ASCU and if such failure is not corrected within 30 days after such Notice, Indemnitees may assume control of such Proceeding at Indemnitors’ sole expense. In the event of such an assumption of control of a Proceeding by Indemnitees, Indemnitees shall not enter into any settlement, consent decree or order without the prior written approval of ASCU, which approval shall not be unreasonably withheld, delayed or conditionedClosing Date.

Control of Litigation. (a) The Parties Indemnitees and Indemnitee Affiliates agree and acknowledge that ASCU shall be entitled at its option exclusively to control any Proceeding, including without limitation give prompt notice to the Canyons Litigation, and each Party agrees (i) to promptly notify the other Party Indemnitors of the existence (assertion of any claim, or alleged existence) of the institution or commencement of any Proceeding instituted by suit, action, or proceeding in respect of which indemnity may be sought under Section 6.1(b) of this Agreement and of any third partyLoss which any such Indemnitee deems to be within the gambit of Section 6.1(b) of this Agreement other than relating to Taxes (specifying with reasonable particularity the basis therefor) and will give the Indemnitors such information with respect thereto as the Indemnitors may reasonably request. The Indemnitors may, at their own expense, participate in and, upon notice to such Indemnitee, assume the defense of any such suit, action, or proceeding; provided that the Indemnitors’ counsel is reasonably satisfactory to such Indemnitee, the Indemnitors shall thereafter consult with such Indemnitee upon such Indemnitee’s reasonable request for such consultation from time to time with respect to such suit, action, or proceeding, and (ii) in the case of ASCIndemnitors shall not, to cooperate fully with Indemnitors in connection therewith; provided, that Indemnitorwithout such Indemnitee’s right to control any Proceeding shall not be construed as including the right to enter into any settlement, consent judgment or decree or other order or judgment affecting Indemnitees and whether involving monetary or non-monetary relief without the prior written approval of Indemniteesconsent, which approval consent shall not be unreasonably withheld, delayed settle or conditionedcompromise any such suit, action, or claim. FurthermoreIf the Indemnitors assume such defense, such Indemnitees shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by the Indemnitors. For any period during which the Indemnitors agree have not assumed the defense thereof, the Indemnitors shall be liable for the fees and expenses of counsel employed by any Indemnitee; provided, however, that the Indemnitors shall not be liable for the fees or expenses of more than one counsel employed by any Indemnitee in any jurisdiction for all Indemnitees. If the Indemnitees assume the defense thereof, the Indemnitees shall thereafter consult with the Indemnitors upon the Indemnitors’ reasonable request for such consultation from time to keep ASC time with respect to such suit, action, or proceeding and the Indemnitees reasonably informed of shall not, without the status of each Proceeding, including providing ASC and the Indemnitees with copies of and access to ASCU’s, and any other Indemnitors’, legal counsel’s litigation files as well as providing Indemnitees with copies of all status reports or similar correspondence including, but not limited to, correspondence provided to any insurance carrier or bonding company with an interest in any such Proceeding or litigation. If ASCU fails to proceed promptly and diligently to respond to any such Proceeding as promptly as reasonably possible, including but not limited to failing to provide Indemnitees with notice of any proposed settlement prior to entering into such an agreement, and/or fails to keep Indemnitees reasonably informed of the status of any Proceeding, Indemnitees may send Notice of such failure to ASCU and if such failure is not corrected within 30 days after such Notice, Indemnitees may assume control of such Proceeding at Indemnitors’ sole expense. In the event of such an assumption of control of a Proceeding by Indemnitees, Indemnitees shall not enter into any settlement, consent decree or order without the prior written approval of ASCUconsent, which approval consent shall not be unreasonably withheld, delayed settle or conditionedcompromise any such suit, action, or claim. Whether or not the Indemnitors choose to defend or prosecute any claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. (b) The Indemnitors shall not be liable under Section 6.1(b) hereof with respect to any Loss resulting from a claim or demand the defense of which the Indemnitors were not offered the opportunity to assume as provided under Section 6.5(a) hereof to the extent the Indemnitors’ liability under Section 6.1(b) hereof is materially prejudiced as a result thereof. No investigation by any Indemnitee or Indemnitee Affiliate prior to the Contribution Date shall relieve any Indemnitor of any liability hereunder.

Control of Litigation. (a) The Parties Indemnitees agree and acknowledge that ASCU shall be entitled at its option exclusively to control any Proceeding, including without limitation give prompt notice to the Canyons Litigation, and each Party agrees (i) to promptly notify the other Party Indemnitors of the existence (or alleged existence) assertion of any claim and the institution or commencement of any Proceeding instituted by suit, action or proceeding in respect of which indemnity may be sought under Section 3 of this Agreement and of any third partyLoss in respect of which indemnity may be sought under Section 3 of this Agreement (specifying with reasonable particularity the basis therefor) and will give the Indemnitors such information with respect thereto as the Indemnitors may reasonably request. The Indemnitors may, at their own expense, participate in and, upon notice to such Indemnitee, assume the defense of any such suit, action or proceeding; provided that the Indemnitors' counsel is reasonably satisfactory to such Indemnitee. The Indemnitors shall thereafter consult with such Indemnitee upon such Indemnitee's reasonable request for such consultation from time to time with respect to such suit, action or proceeding, and (ii) in the case of ASCIndemnitors shall not, to cooperate fully with Indemnitors in connection therewith; provided, that Indemnitor’s right to control any Proceeding shall not be construed as including the right to enter into any settlement, consent judgment or decree or other order or judgment affecting Indemnitees and whether involving monetary or non-monetary relief without the prior written approval of Indemniteessuch Indemnitee's consent, which approval consent shall not be unreasonably withheld, delayed settle or conditionedcompromise any such suit, action or claim. FurthermoreIf the Indemnitors assume such defense, such Indemnitees shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by the Indemnitors. For any period during which the Indemnitors agree have not assumed the defense thereof, the Indemnitors shall be liable for the fees and expenses of counsel employed by any Indemnitee; provided, however, that the Indemnitors shall not be liable for the fees or expenses of more than one counsel employed for all Indemnitees. If the Indemnitees assume the defense thereof, the Indemnitees shall thereafter consult with the Indemnitors upon the Indemnitors' reasonable request for such consultation from time to keep ASC time with respect to such suit, action or proceeding and the Indemnitees reasonably informed of the status of each Proceedingshall not, including providing ASC and the Indemnitees with copies of and access to ASCU’s, and any other Indemnitors’, legal counsel’s litigation files as well as providing Indemnitees with copies of all status reports or similar correspondence including, but not limited to, correspondence provided to any insurance carrier or bonding company with an interest in any such Proceeding or litigation. If ASCU fails to proceed promptly and diligently to respond to any such Proceeding as promptly as reasonably possible, including but not limited to failing to provide Indemnitees with notice of any proposed settlement prior to entering into such an agreement, and/or fails to keep Indemnitees reasonably informed of the status of any Proceeding, Indemnitees may send Notice of such failure to ASCU and if such failure is not corrected within 30 days after such Notice, Indemnitees may assume control of such Proceeding at Indemnitors’ sole expense. In the event of such an assumption of control of a Proceeding by Indemnitees, Indemnitees shall not enter into any settlement, consent decree or order without the prior written approval of ASCUIndemnitors' consent, which approval consent shall not be unreasonably withheld, delayed settle or conditionedcompromise any such suit, action or claim. Whether or not the Indemnitors choose to defend or prosecute any claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. (b) The Indemnitors shall not be liable under Section 3.2(a) hereof with respect to any Loss resulting from a claim or demand the defense of which the Indemnitors were not offered the opportunity to assume as provided under Section 3.2(a) hereof to the extent the Indemnitors' liability under Section 3 hereof is prejudiced as a result thereof. No investigation by any Indemnitee prior to the Contribution Date shall relieve any Indemnitor of any liability hereunder.

Control of Litigation. The Parties agree and acknowledge that ASCU Any indemnified party shall be entitled at its option exclusively to control any Proceeding, including without limitation the Canyons Litigation, and each Party agrees (i) to promptly notify the other Party indemnifying party of the existence (or alleged existence) of the institution or commencement of any Proceeding instituted by action, suit, or proceeding with respect to an Indemnified Liability or the assertion of any third partyIndemnified Liability, and (ii) in the each case of ASC, as to cooperate fully with Indemnitors in connection therewithwhich indemnification is sought; provided, that Indemnitor’s right the failure to control any Proceeding provide such notice shall not release the indemnifying party from any of its obligations to indemnity hereunder to the extent that such -20- failure does not materially prejudice the rights of the indemnifying party in its ability to defend such Indemnified Liability, the indemnifying party shall, at its own expense, assume or cause to be construed as including assumed the right defense of any such Indemnified Liability within thirty (30) days after the indemnified party shall have notified the indemnifying party thereof. Such indemnified party, upon reasonable notice by the indemnifying party or the person assuming the defense shall consult from time to enter into time with respect to such Indemnified Liability and shall provide the indemnifying party or the person assuming the defense with any documents or other items or access to any witness which the indemnifying party or the person assuming the defense deems in its reasonable judgment to be necessary in connection with the defense of such Indemnified Liability, and the indemnifying party shall pay or reimburse or cause to be paid or reimbursed, any reasonable out-of-pocket costs therefore. Such indemnified party may participate in the defense of any such Indemnified Liability and employ separate counsel, at its own e x pense, unless such indemnified party shall have reasonably determined that counsel selected by the indemnifying party or such Person has an actual conflict of interest, in which case the indemnifying party shall pay or cause to be paid the costs and expenses of counsel employed by the indemnified party. The indemnifying party and its insurers may in their sole discretion, defend, settle or compromise any such action, suit, or proceeding; provided, that the indemnifying party and its insurers shall be liable in respect of all Indemnified Liabilities relating thereto (whether by payment of any judgment, settlement, consent judgment amount or decree indemnity hereunder) and no settlement or other order compromise shall be entered into unless such indemnified party is fully released or judgment affecting Indemnitees and whether involving monetary or non-monetary relief without the prior written approval of Indemnitees, which approval shall not be unreasonably withheld, delayed or conditioneddischarged from all such Indemnified Liabilities. Furthermore, Indemnitors agree to keep ASC and the Indemnitees reasonably informed of the status of each Proceeding, including providing ASC and the Indemnitees with copies of and access to ASCU’s, and Participation by any other Indemnitors’, legal counsel’s litigation files as well as providing Indemnitees with copies of all status reports or similar correspondence including, but not limited to, correspondence provided to any insurance carrier or bonding company with an interest such indemnified party in any such Proceeding action, suit, or litigationclaim shall not constitute a waiver of the indemnification provided in this Article VII. If ASCU fails Nothing contained in this Section 7.7 shall be deemed to proceed promptly and diligently require the indemnified party to respond contest any Indemnified Liability or to any such Proceeding as promptly as reasonably possible, including but not limited to failing to provide Indemnitees with notice assume responsibility for or control of any proposed settlement prior to entering into such an agreement, and/or fails to keep Indemnitees reasonably informed of the status of any Proceeding, Indemnitees may send Notice of such failure to ASCU and if such failure is not corrected within 30 days after such Notice, Indemnitees may assume control of such Proceeding at Indemnitors’ sole expense. In the event of such an assumption of control of a Proceeding by Indemnitees, Indemnitees shall not enter into any settlement, consent decree or order without the prior written approval of ASCU, which approval shall not be unreasonably withheld, delayed or conditionedjudicial proceeding with respect thereto.