breach so waived and shall

not be deemed to waive any other breach hereunder. This Agreement is and shall be irrevocable

by Indemnitor.

(b) This Agreement constitutes the entire agreement, and supersedes understandings, both written

and oral, between the parties with respect to the subject all prior agreements matter hereof.

and

(c)
inoperative or If any provision of this Agreement shall be held or deemed to be or shall, in fact, be unenforceable as applied in any particular case for any reason, such circumstances shall not have

the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatever. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the remaining provision of this Agreement, or any part thereof.

words in the requires,

Whenever used herein, words or any singular shall be construed to include

gender

shall be construed to include any

the

plural and vice versa, unless the other gender, and context otherwise

(6)
original, and failure of any

This Agreement

may be executed in several counterparts, each of which shall be regarded as an

all of which together shall constitute one and the same instrument. Any defense based on the person(s) or entity(ies) whose name(s) appear below to execute and deliver a counterpart of this Agreement is hereby waived and it is agreed that no such failure shall affect or reduce the obligations of the other persons/entities that have executed and delivered counterparts ofthis Agreement.

(f)
governed by,

This Agreement and the rights and obligations of the parties hereunder shall in all respects be and construed and enforced in accordance with, the laws of the State of Michigan.

INDEMNITEE, BY ACCEPTANCE OF THIS AGREEMENT, AND INDEMNITOR HEREBY MUTUALLY, VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY WAIVE FOR THE BENEFIT OF THE

OTHER ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, IN CONNECTION WITH,

RELATED TO, OR INCIDENTAL TO THIS AGREEMENT OR THE TRANSACTIONS RELATED

THERETO OR THE RELATIONSHIP ESTABLISHED THEREBY. THIS PROVISION IS A MATERIAL

INDUCEMENT TO INDEMNITEE AND INDEMNITOR TO ENTER INTO THIS TRANSACTION.