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reasonable detail the specific facts and circumstances relating to such Claim and the amount of losses subject to the Claim
<br />(or an estimate thereof if the actual amount is not known or not capable of reasonable calculation); provided, however, that
<br />any failure to give such notice will not waive any rights of the Indemnitee except to the extent that the rights of the
<br />Indemnitor are actually prejudiced thereby. The Indemnitor shall assume the defense and settlement of such Claim with
<br />counsel reasonably satisfactory to the Indemnitee at the Indemnitor's sole risk and expense, provided, however, that the
<br />Indemnitee (i) shall be permitted to join in the defense and settlement of such Claim and to employ counsel at its own
<br />expense; (ii) shall reasonably cooperate with the Indemnitor in the defense and any settlement of such Claim in any manner
<br />reasonably requested by the Indemnitor; (iii) shall have the right to pay or settle such Claim at any time in which event the
<br />Indemnitee shall be deemed to have waived any right to indemnification therefor by the Indemnitor; and (iv) shall have the
<br />right to consent in writing to any settlement provided that such consent shall not be unreasonably withheld.
<br />8.2.2 Claims. If the Indemnitor fails to assume the defense of such Claim or, having assumed the
<br />defense and settlement of such Claim, fails reasonably to contest such Claim in good faith, the Indemnitee, without waiving
<br />its right to indemnification, may assume the defense and settlement of such Claim, provided, however, that (i) the
<br />Indemnitor shall be permitted to join in the defense and settlement of such Claim and to employ counsel at its own expense,
<br />(ii) the Indemnitee shall not settle such Claim without the written consent of the Indemnitor, which shall not be
<br />unreasonably withheld. The Indemnitor shall be liable to the Indemnitee for all costs and expenses incurred in connection
<br />with the defense and settlement of any Claim pursuant to Section 8.2.1.
<br />8.3. Liabili . Upon a determination of liability in respect of this Article 8, the Indemnitor shall pay the
<br />Indemnitee the amount so determined within ten (10) business days after the date of determination (such tenth business day,
<br />the "Due Date"). If there should be a dispute as to the amount or manner of determination of any indemnity obligation
<br />owed under this Agreement, the Indemnitor shall nevertheless pay when due such portion, if any, of the obligation as shall
<br />not be subject to dispute. The difference, if any, between the amount of the obligation ultimately determined as properly
<br />payable under this Agreement and the portion, if any, theretofore paid shall bear interest as provided below. Upon the
<br />payment in full of any claim, either by setoff or otherwise, the party or entity making payment shall be subrogated to the
<br />rights of the Indemnitee against any person, firm, corporation or other entity with respect to the subject matter of such
<br />claim. If all or part of any indemnification obligation under this Agreement is not paid when due, then the Indemnitor shall
<br />pay the Indemnitee interest on the unpaid amount of the obligation for each day from the Due Date until payment in full,
<br />payable on demand, at the rate set forth above for late payments.
<br />9. TERM AND TERMINATION OF SUBSCRIPTION AND AGREEMENT
<br />9.1. Term. This Agreement shall begin on the Date of Subscription Commencement and shall continue for the
<br />Term set forth in the Subscription Agreement attached hereto, unless earlier terminated in accordance with this Article 9.
<br />UPON THE EXPIRATION OF THE TERM OF THIS AGREEMENT SET FORTH IN THE SUBSCRIPTION
<br />AGREEMENT ATTACHED HERETO, THIS AGREEMENT SHALL AUTOMATICALLY RENEW FOR
<br />SUCCESSIVE ONE YEAR RENEWAL TERMS, AT THE RATE PER TOW THEN IN EFFECT, UNLESS EITHER
<br />PARTY GIVES THE OTHER PARTY WRITTEN NOTICE OF ITS DESIRE NOT TO RENEW AT LEAST SIXTY
<br />DAYS PRIOR TO THE END OF THE THEN CURRENT TERM.
<br />9.2. Termination by Client. Client may terminate this Agreement if: (i) the Company breaches any material
<br />term or condition of this Agreement and fails to cure such breach within sixty (60) days after receipt of written notice of the
<br />same; or (ii) Company becomes the subject of a voluntary proceeding relating to insolvency, receivership, liquidation,
<br />bankruptcy or composition for the benefit of creditors and such petition or proceeding is not dismissed within sixty (60)
<br />days of filing. Upon termination of this Agreement by Client, Company may continue to provide services to Entities and
<br />other storage lot operators under Subscription Agreements.
<br />9.3. Termination by Company. Company may, at its discretion, terminate this Agreement if: (i) the
<br />appropriate jurisdiction terminates; (ii) Client breaches any material term or condition of this Agreement and fails to cure
<br />such breach within sixty (60) days after receipt of written notice of same, (iii) Client is delinquent in the payment of fees
<br />pursuant to this Agreement, and such non-payment is not cured within ten (10) days after delivery of written notice from
<br />the Company, or (iv) Client becomes the subject of a voluntary proceeding relating to insolvency, receivership, liquidation,
<br />bankruptcy or composition for the benefit of creditors and such petition or proceeding is not dismissed within sixty (60)
<br />days of filing. Upon termination of this Agreement by Company, Company may continue to provide services to Entities and
<br />other storage lot operators under Subscription Agreements.
<br />Schedule C - Santa Ana Tow Operators
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