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4. Maintenance and Repairs. All maintenance and repair work on the Vehicle
<br />and its various parts and components shall be performed only by MMNA or its designee
<br />at MMNA's cost and expense and Company shall not be entitled to repair or fix the
<br />Vehicles itself, and shall insure that no third person or entity does or attempts to do so.
<br />Notwithstanding the foregoing, Company shall be responsible for reimbursing MMNA
<br />for the costs and expenses of any maintenance and repairs to the Vehicles caused by
<br />Company's breach of this Agreement or negligence.
<br />5. Insurance- MMNA will provide insurance on the Vehicle under MMNA's
<br />insurance policies.
<br />6. Accident Reports and Legal 1?Iotices. In the case of damage to, theft of or an
<br />accident involving the Vehicle, Company shall immediately notify MMNA of the
<br />pertinent facts and circumstances relating to the damage, theft or accident. If any claim is
<br />made or action commenced for damages for death, bodily injury or property damage
<br />resulting from the operation, maintenance, use or repairs of the Vehicle, Company shall
<br />promptly notify MMNA's Legal Department and MMNA's Fleet Sales Manager thereof
<br />and forward by overnight courier to MMNA a copy of every demand, notice or summons
<br />or other process received in connection therewith.
<br />7. Indemnity. MMNA does not hereby assume any liability for any act or
<br />omission of Company, its officers, directors, agents, servants, employees, pennittees or
<br />designees. Company agrees to defend and indemnify (including attorney's fees and costs)
<br />MMNA, Mitsubishi Motors Corporation ("MMC") -the manufacturer of the i-MiEV-
<br />and their respective officers, directors, and employees harmless from any and all claims
<br />against them, of any kind or. nature whatsoever, arising from the possession, operation,
<br />useof the Vehicle or. from any default or violation of any of the terms, covenants and
<br />conditions of this Agreement by Company, its officers, agents, employees, permittees,
<br />including, but not limited to, any and all expenses, liabilities, damages, costs and
<br />attorneys fees which MMNA may incur in connection with any such claims.
<br />Company does not assume any liability for any act or omission of MMNA, MMC,
<br />and their officers, agents, servants, employees, assignees, permittees, designees or any
<br />other persons or entities. MMNA agrees to defend, indemnify, and hold harmless
<br />Company, its officers, agents and employees from and against any and all third party
<br />claims against them, of any kind or nature whatsoever, to the extent attributable to or
<br />otherwise concerning (i) an alleged defect in manufacturing or .design of the Vehicle
<br />(excluding any claim based on the failure of the Vehicle to comply with Federal Motor
<br />Vehicle Safety Standards), and (ii) MMNA's actions or omissions in connection with 'the
<br />performance of -this Agreement, including, but not limited to, any and all expenses;
<br />liabilities, losses, damages, costs and attorney's or expert's fees which they may suffer or
<br />incur in connection with any such claims.
<br />8. Test Vehicle. Company understands and acknowledges that the Vehicle
<br />provided hereunder is a prototype test vehicle. The Vehicle is a right-hand drive vehicle
<br />Santa Ana Borrowed Vehicle Agreementii.doc
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