Common use of Claims Clause in Contracts

Claims. (a) At the time when any Indemnified Party learns of any potential claim under this Agreement (a “Claim”) against an indemnifying party, it will promptly give written notice (a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consent.

Claims. (a) At the time when any Each Eagle Indemnified Party learns and Sandoz Indemnified Party (“Indemnified Party”) agrees to give the indemnifying party prompt written notice of any potential matter upon which such Indemnified Party intends to base a claim under this Agreement for indemnification (a an “Indemnity Claim”) against an indemnifying party, it will promptly give written notice (a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a 15. In the event that an Indemnity Claim has been threatened is brought or made against both parties, then each party will have the right to be represented by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, counsel at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the indemnifying party exercises defense of such Indemnity Claim including without limitation the right settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to undertake causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any such defense against a Third-Party Claimdamages thereof, the will be borne solely by Sandoz. The Indemnified Party shall cooperate with the indemnifying party in such defense and will make available to the indemnifying partyparty and its counsel, at the indemnifying party’s expenseall reasonable times during normal business hours, all witnessesbooks and records of the other party relating to such suit, pertinent recordsclaim or proceeding, materials and information each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party’s possession Party prior to settling, ceasing to defend or under such Indemnified Party’s control relating thereto otherwise disposing of any Indemnity Claim if as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either a result thereof the Indemnified Party, on the one hand, Party would become subject to injunctive or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld equitable relief or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or would be adversely affected in any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentmanner whatsoever.

Claims. (a) At the time when any Upon receipt by an Indemnified Party learns of any potential claim under this Agreement (notice of a “Claim”) against an indemnifying party, it will promptly give written notice (Third Party Claim with respect to a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by matter for which such Indemnified Party relating is indemnified under this ARTICLE IX which has given, or is reasonably expected to give, rise to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreementclaim for Losses, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall as soon as practicable, in good faith determine the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that such claim is not frivolous and that any delay or failure by the Indemnified Party may to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be liable forsatisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or otherwise incur, other document triggering the indemnification to the Indemnifying Party along with a Loss as a result thereofcover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The indemnifying party Indemnifying Party shall be entitledhave ten (10) Business Days after receipt of notice to elect, at its own expense, to elect in accordance with Section 6.04 belowoption, to assume and control the defense of of, at its own expense and by its own counsel, any Claim based on claims asserted by third parties (“Third-such Third Party Claims”)Claim, through counsel chosen by the indemnifying party and reasonably acceptable shall be entitled to assert any and all defenses available to the Indemnified PartyParty to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, if it gives written shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so to so, and the Indemnified Party within thirty (30) days agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the receipt Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the applicable Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim Noticesubject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoingParty shall not settle, in the event that the indemnifying party exercises the right to undertake compromise or discharge, or admit any liability with respect to, any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s written consent of the Indemnifying Party (which shall consent will not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consent).

Claims. (a) At the time when any Indemnified Party learns Any action on account of any potential claim under this Agreement a Loss (a “Claim”) against an indemnifying party, it will promptly give may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Claim NoticeNotice of Claim”) which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the indemnifying party; provided that Company Shareholders’ or Parent’s, as applicable in the failure to so notify capacity of indemnitors (the indemnifying party shall not prevent recovery “Indemnitors”), duties or obligations under this AgreementArticle XI, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim (and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except only to the extent that that) such failure has adversely affected the indemnifying party shall ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been materially prejudiced had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such failureinformation and access to Persons or records as Parent may reasonably request. Any Indemnified Party may at If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its option demand indemnity under this Article VI rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as soon as a Claim has been threatened by a third partyapplicable, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall negotiate in good faith determine that to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such claim is not frivolous rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and that the Indemnified Party may Procedures, which arbitration will be liable for, or otherwise incur, conducted by a Loss as a result thereof. (b) The indemnifying party single arbitrator who shall be entitledmutually agreed by Parent and the HL Representative or Company Shareholder Representative, at its own expenseas applicable. If the parties are unable to agree on the arbitrator, to elect the arbitrator shall be appointed by JAMS. The arbitration shall be held in accordance with Section 6.04 belowNew York, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoingNew York, in the event that English language. The arbitrator’s fees will be split equally between the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available parties to the indemnifying partyarbitration and each party to the arbitration will be responsible for the payment of its own costs, at the indemnifying partyattorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s expense, decision will be final and binding as to all witnesses, pertinent records, materials matters of substance and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim procedure and may be effected enforced by either an ex parte petition to the Indemnified PartySupreme Court of the State of New York, on the one handCounty of New York, or any court having jurisdiction over the indemnifying non-moving party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consent.

Claims. (ai) At the time when any Indemnified Party learns of any potential claim under this Agreement (a “Claim”) against an indemnifying party, it will promptly give written notice (a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI Agreement as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (bii) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 belowelect, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consent.

Claims. (a) At the time when any Upon receipt by an Indemnified Party learns of notice of any potential claim action, suit, proceedings, claim, demand or assessment made or brought by an unaffiliated third party (a "Third Party Claim") with respect to a matter for which such Indemnified Party is indemnified under this Agreement Article X which has or is expected to give rise to a claim for Losses, the Indemnified Party shall promptly, in the case of a Purchaser Indemnified Party, notify Parent and in the case of a Sellers Indemnified Party, notify Purchaser (a “Claim”) against an indemnifying partyParent or Purchaser, as the case may be, the "Indemnifying Party"), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it will promptly give is prejudiced by reason of such delay or failure. Such written notice shall (a “i) describe such Third Party Claim Notice”) to in reasonable detail as is practicable including the indemnifying partysections of this Agreement which form the basis for such claim; provided that the failure to so notify the indemnifying party identify a particular section in such notice shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to preclude the Indemnified Party giving rise to from subsequently identifying such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying partysection as a basis for such claim, promptly after the Indemnified Party’s receipt thereof, (ii) attach copies of all notices material written evidence thereof and documents (including court papersiii) received set forth the estimated amount of the Losses that have been or may be sustained by such an Indemnified Party. The Indemnifying Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless thirty (30) days after receipt of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitlednotice to elect, at its own expense, to elect in accordance with Section 6.04 belowoption, to assume and control the defense of of, at its own expense and by its own counsel, any such Third Party Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable shall be entitled to assert any and all defenses available to the Indemnified PartyParty to the fullest extent permitted by applicable Law. If the Indemnifying Party shall undertake to compromise or defend any such Third Party Claim, if it gives written notice shall promptly notify the Indemnified Party of its intention to do so to so, and the Indemnified Party within thirty (30) days agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the receipt Indemnified Party (which consent will not be unreasonably withheld or delayed), unless the relief consists solely of money Losses to be paid by the applicable Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Purchaser Indemnified Parties or the Sellers Indemnified Parties, as applicable, from all liability with respect thereto. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if the (A) Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (B) Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party's expense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim Noticesubject to this Article X and keep such Persons informed of all developments relating to any such Third Party Claims, and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party's cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party's expense, to defend such Third Party Claim; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoingParty shall not settle, in the event that the indemnifying party exercises the right to undertake compromise or discharge, or admit any liability with respect to, any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s written consent of the Indemnifying Party (which shall consent will not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consent).

Claims. (a) At the time when any All claims for indemnification by an Indemnified Party learns pursuant to this Section 14 shall be made in accordance with the provisions of any potential claim this Section 14 and, if applicable, the Escrow Agreement. (b) If an Indemnified Party has incurred or suffered Damages for which it is entitled to indemnification under this Agreement Section 14, such Indemnified Party shall, prior to the expiration of the representation, warranty, covenant or agreement to which such claim relates, give prompt written notice of such claim (a “Claim”) against an indemnifying party, it will promptly give written notice (a “"Claim Notice”") to the indemnifying party; provided that Stockholders' Representatives, in the failure case of a claim by a LeukoSite Indemnified Party, or to so notify LeukoSite, in the indemnifying party shall not prevent recovery under this Agreementcase of a claim by a Company Indemnified Party (the Stockholders or LeukoSite, except to as the extent that case may be, the indemnifying party shall have been materially prejudiced by such failure"Indemnifying Party"). Each Claim Notice shall describe state the amount of claimed Damages (the "Claimed Amount"), if known, and the basis for such claim. (c) Within 20 days after delivery of a Claim Notice, the Indemnifying Party (who for purposes of this Section 14 shall be represented by the Stockholders' Representatives in reasonable detail the facts known case of a claim by a LeukoSite Indemnified Party) shall provide to the Indemnified Party giving rise to such Claim and a written response (the amount or good faith estimate "Response Notice") in which the Indemnifying Party shall: (i) agree that all of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim Claimed Amount is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable owed to the Indemnified Party, if it gives written notice (ii) agree that part, but not all, of its intention the Claimed Amount (the "Agreed Amount") is owed to do so the Indemnified Party, or (iii) contest that any of the Claimed Amount is owed to the Indemnified Party. The Indemnifying Party may contest the payment of all or a portion of the Claimed Amount only based upon a good faith belief that all or such portion of the Claimed Amount does not constitute Damages for which the Indemnified Party is entitled to indemnification under this Section 14. If no Response Notice is delivered by the Indemnifying Party within such 20-day period, the Indemnifying Party shall be deemed to have agreed that all of the Claimed Amount is owed to the Indemnified Party. (d) If the Indemnifying Party in the Response Notice agrees (or is deemed to have agreed) that all of the Claimed Amount is owed to the Indemnified Party, the Indemnifying Party shall owe to the Indemnified Party within thirty (30) days an amount equal to the Claimed Amount to be paid in the manner set forth in this Section 14. If the Indemnifying Party in the Response Notice agrees that part, but not all, of the receipt Claimed Amount is owed to the Indemnified Party, the Indemnifying Party shall owe to the Indemnified Party an amount equal to the Agreed Amount set forth in such Response Notice to be paid in the manner set forth in this Section 14. (e) The Indemnified Party shall give prompt written notification to the Indemnifying Party of the applicable Claim Noticecommencement of any action, suit or proceeding relating to a third party claim for which indemnification pursuant to this Section may be sought; provided, however, that no delay on the part of the Indemnified Parties Party in notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such delay. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit or proceeding with counsel reasonably satisfactory to the Indemnified Party, provided (i) the Indemnifying Party acknowledges in writing to the Indemnified Party, on behalf of the Indemnifying Party, that any damages, fines, costs or other liabilities that may at all times participate be assessed against the Indemnified Party in connection with such defense at their own expenseaction, suit or proceeding constitute Damages for which the Indemnified Party shall be entitled to indemnification pursuant to this Section 14, (ii) the third party seeks monetary damages only, and (iii) an adverse resolution of the third party's claim would not have a material adverse effect on the goodwill or the reputation of the Indemnified Party or the business, operations or future conduct of the Indemnified Party. Without limiting If the foregoing, in the event that the indemnifying party exercises the right to undertake any Indemnifying Party does not so assume control of such defense against a Third-Party Claimdefense, the Indemnified Party shall cooperate with control such defense. The party not controlling such defense may participate therein at its own expense; provided that if the indemnifying party in Indemnifying Party assumes control of such defense and make the Indemnified Party reasonably concludes that the Indemnifying parties and the Indemnified Party have conflicting interests or different defenses available with respect to such action, suit or proceeding, the reasonable fees and expenses of counsel to the indemnifying partyIndemnified Party shall be considered "Damages" for purposes of this Agreement. The party controlling such defense shall keep the other party advised of the status of such action, at suit or proceeding and the indemnifying party’s expense, all witnesses, pertinent records, materials defense thereof and information shall consider in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required good faith recommendations made by the indemnifying partyother party with respect thereto. No compromise or The Indemnified Party shall not agree to any settlement of such Third-Party Claim may be effected by either action, suit or proceeding without the Indemnified prior written consent of the Indemnifying Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed. The Indemnifying Party shall not agree to any settlement of or the entry of a judgment in any action, suit or proceeding without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld (it being understood that it is reasonable to withhold such consent if, among other things, the settlement or the entry of a judgment (A) unless (i) there is no finding or admission lacks a complete release of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each the Indemnified Party that is party to such claim is released from for all liability with respect to such claim, and thereto or (iiiB) there is no equitable order, judgment imposes any liability or term that in any manner affects, restrains or interferes with the business of obligation on the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentParty).

Claims. (a) At the time when In case any Indemnified Party learns of any potential claim under this Agreement (a “Claim”) against an indemnifying party, it will promptly give written notice (a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened is brought by a third partyparty for which a party (the “Indemnifying Party”) is required to indemnify the other party (the “Indemnified Party”) pursuant to this Section 8, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable provide prompt written notice thereof to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Indemnifying Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that any failure or delay in notice shall not excuse the Indemnified Parties may at Party of its obligations hereunder) of such Claim, and the Indemnifying Party shall assume the defense of such Claim. The parties shall cooperate reasonably with each other in the defense of any Claim, including making available (under seal if desired, and if allowed) all times records reasonably necessary to the defense of such Claim, and the Indemnified Party shall have the right to participate in the defense of such defense Claim with counsel of its own choosing at their its own expense. The Indemnifying Party shall not enter into any settlement of any Claim without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld) if Indemnified Party’s rights would be directly and materially impaired thereby. Without limiting the foregoing, in the event that of any Claim or threatened Claim of infringement involving a portion of any Software and/or Services provided by Synacor or the indemnifying party exercises Client Materials, the Indemnifying Party may (at such party’s option): (i) procure the right to undertake any such defense against a Third-Party Claim, or license for the Indemnified Party shall cooperate to continue to use and otherwise exploit in accordance with the indemnifying party in terms hereof such defense and make available portion of the Software and/or Services or Client Materials, as the case may be, on commercially reasonable license terms; or (ii) modify or alter (to the indemnifying partyextent that the Indemnifying Party has rights to so modify or alter), at or delete any such portion of the indemnifying party’s expenseSoftware and/or Services or Client Materials, all witnessesas the case may be, pertinent recordsso as to make such portion non-infringing while maintaining substantially comparable functionalities and capabilities of such parts of the Software and/or Services or Client Materials, materials and information in as the case may be, that are material to the Indemnified Party’s possession then-current or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying partydemonstrably anticipated use hereunder. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless If options (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is are not available on commercially reasonable terms, either party to such claim is released from all liability with respect to such claimmay terminate this Agreement or the rights and licenses granted hereunder, and (iii) there if it is no equitable orderthe Synacor Software or Services that are infringing, judgment or term that in any manner affects, restrains or interferes with Synacor will provide reasonable assistance to Client to remove and replace the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentinfringing item.

Claims. (a) At the time when any Indemnified Party either of the Consolidated Entities learns of any potential claim under this Agreement (a an “Escrow Claim”) against an indemnifying partythe Principals, it will promptly give written notice (a “Claim Notice”) to the indemnifying partyPrincipals and the Escrow Agent; provided that that, without limiting Section 2.01, the failure to so notify the indemnifying party Principals or the Escrow Agent shall not prevent recovery under this Agreement, except to the extent that the indemnifying party Principals shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party Principals giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefromEscrow Claim. The Indemnified Party shall deliver to the indemnifying partyPrincipals, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Third Party Claim (as defined below); provided that that, without limiting Section 2.01, failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party Principals shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party Principals shall be entitled, at its their own expense, to elect in accordance with Section 6.04 4.06 below, to assume and control the defense of any Escrow Claim based on claims asserted by third parties (“Third-Third Party Claims”), through counsel chosen by the indemnifying party Principals and reasonably acceptable to the Indemnified PartyREIT, if it gives they give written notice of its their intention to do so to the Indemnified Party Consolidated Entities within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises Principals exercise the right to undertake any such defense against a Third-Third Party Claim, the Indemnified Party shall cooperate with the indemnifying party Principals in such defense and make available to the indemnifying partyPrincipals, at the indemnifying party’s Principals’ expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying partyPrincipals. No compromise or settlement of such Third-Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying partyPrincipals, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim Third Party Claim is released from all liability with respect to such claimThird Party Claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim Third Party Claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Third Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Third Party Claim without the need to obtain Two Harborsthe Principals’ consent.

Claims. (a) At the time when any Upon receipt by an Indemnified Party learns of notice of any potential claim under this Agreement action, suit, proceedings, claim, demand or assessment made or brought by an unaffiliated third party (a “Third Party Claim”) against an indemnifying party, it will promptly give written notice (with respect to a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by matter for which such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity is indemnified under this Article VI as soon as 6 (notwithstanding the application of any threshold or cap) which has or is reasonably expected to give rise to a Claim has been threatened by a third partyclaim for Losses, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall as soon as practicable, in good faith determine the case of a ▇▇▇▇▇▇▇ Indemnified Party, notify Stratus and in the case of a Stratus Indemnified Party, notify ▇▇▇▇▇▇▇ (Stratus or ▇▇▇▇▇▇▇, as the case may be, the “Indemnifying Party”), in writing and in reasonable detail, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that such claim is not frivolous and that any delay or failure by the Indemnified Party may be liable forto give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or otherwise incur, a Loss as a result thereof. (b) failure. The indemnifying party Indemnifying Party shall be entitledhave 30 days after receipt of notice to elect, at its own expense, to elect in accordance with Section 6.04 belowoption, to assume and control the defense of of, at its own expense and by its own counsel, any such Third Party Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable shall be entitled to assert any and all defenses available to the Indemnified PartyParty to the fullest extent permitted under requirements of Law. If the Indemnifying Party shall undertake to compromise or defend any such Third Party Claim, if it gives written shall promptly, but in any event within 10 Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so to so, and the Indemnified Party within thirty (30) days agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the receipt Indemnified Party (which consent will not be unreasonably withheld or delayed), unless the relief consists solely of money Losses to be paid by the applicable Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Stratus Indemnified Parties or the ▇▇▇▇▇▇▇ Indemnified Parties, as applicable, from all liability with respect thereto. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if the (a) Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (b) Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party's expense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim Noticesubject to this Article 6, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party's cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party's expense, to defend such Third Party Claim; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoingParty shall not settle, in the event that the indemnifying party exercises the right to undertake compromise or discharge, or admit any liability with respect to, any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s written consent of the Indemnifying Party (which shall consent will not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consent).

Claims. (a) At the time when any Upon receipt by an Indemnified Party learns of any potential claim under this Agreement (notice of a “Claim”) against an indemnifying party, it will promptly give written notice (Third Party Claim with respect to a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by matter for which such Indemnified Party relating is indemnified under this ARTICLE IX which has given, or is reasonably expected to give, rise to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreementclaim for Losses, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall as soon as practicable, in good faith determine the case of a Purchaser Indemnified Party, notify Seller, and, in the case of a Seller Indemnified Party, notify Purchaser (Seller or Purchaser, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that such claim is not frivolous and that any delay or failure by the Indemnified Party may to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be liable forsatisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or otherwise incur, other document triggering the indemnification to the Indemnifying Party along with a Loss as a result thereofcover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The indemnifying party Indemnifying Party shall be entitledhave ten (10) Business Days after receipt of notice to elect, at its own expense, to elect in accordance with Section 6.04 belowoption, to assume and control the defense of of, at its own expense and by its own counsel, any Claim based on claims asserted by third parties (“Third-such Third Party Claims”)Claim, through counsel chosen by the indemnifying party and reasonably acceptable shall be entitled to assert any and all defenses available to the Indemnified PartyParty to the fullest extent permitted under Requirements of Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, if it gives written shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so to so, and the Indemnified Party within thirty (30) days agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the receipt Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the applicable Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Purchaser Indemnified Parties or Seller Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election to assume the defense of any action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if the (i) Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim Noticesubject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoingParty shall not settle, in the event that the indemnifying party exercises the right to undertake compromise or discharge, or admit any liability with respect to, any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s written consent of the Indemnifying Party (which shall consent will not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consent).

Claims. (ai) At the time when any Indemnified Party learns of any potential claim under this Agreement (a “Claim”) against an indemnifying party, it will promptly give written notice (a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI Agreement as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (bii) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 belowelect, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT NREF as a real estate investment trust within the meaning of Section 856 of the Code, then the REIT NREF shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harborsthe Contributors’ consent.

Claims. (a) At the time when If any Indemnified Party learns Indemnitee receives notice of any potential claim or the commencement of any action or proceeding with respect to which the Indemnifying Party is obligated to provide indemnification pursuant to Section 5.1, the Indemnitee shall promptly give the Indemnifying Party notice thereof. Such notice shall be a condition precedent to any liability of the Indemnifying Party under the provisions for indemnification contained in this Agreement (a “Claim”) against an indemnifying party, it will promptly give written notice (a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice and shall describe the claim in reasonable detail and shall indicate the facts known amount (estimated if necessary) of the loss that has been or may be sustained by the Indemnitee. The Indemnifying Party shall elect to compromise or defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel. If the Indemnified Indemnifying Party giving rise elects to compromise or defend such Claim asserted liability, it shall within 30 days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the amount or good faith estimate Indemnitee shall cooperate, at the expense of the amount Indemnifying Party, in the compromise of, or defense against, any such asserted liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of Losses arising therefrom. The Indemnified Party shall deliver the other; provided, however, that consent to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so settlement or compromise shall not prevent recovery under this Agreementbe unreasonably withheld. In any event, except to the extent that Indemnitee and the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Indemnifying Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitledeach participate, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims such asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expenseliability. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party The Indemnitee shall cooperate with the indemnifying party in such defense and make available to the indemnifying partyIndemnifying Party any books, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession records or under other documents within its control that are necessary or appropriate for such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentdefense.

Claims. (a) At the time when any Indemnified Promptly after receipt by a Party learns of any potential claim under this Agreement (a “Claim”) against an indemnifying party, it will promptly give written notice (a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim or Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount commencement of Losses arising therefrom. The Indemnified Party shall deliver any action, administrative, or legal proceeding, or investigation as to which the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); indemnity provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under for in this Article VI as soon as a Claim has been threatened by a third party16 may apply, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall notify the Indemnifying Party in good faith determine that writing of such claim is not frivolous and that the Indemnified fact. The Indemnifying Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted thereof with counsel designated by third parties (“Third-such Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable satisfactory to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that if the defendants in any such action include both the Indemnified Parties Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at all times participate the expense of the Indemnifying Party contest, settle, or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement otherwise provided in such defense at their own expense. Without limiting the foregoingthis Article 16, in the event that a Party is obligated to indemnify and hold the indemnifying party exercises other Party and its successors and assigns harmless under this Article 16, the right amount owing to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with will be the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in amount of the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission damages net of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of insurance proceeds received by the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding following a reasonable effort by the foregoing, if the compromise or settlement of such Third-Indemnified Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentsuch insurance proceeds.

Claims. (a) At the time when Whenever any Indemnified Party learns of any potential claim under this Agreement shall arise for indemnification hereunder (a “"Claim”"), the party entitled to indemnification (the "Indemnified Party") against an indemnifying party, it will shall promptly give written notice (a “Claim Notice”) to the indemnifying party; provided that party obligated to provide indemnity (the failure to so notify "Indemnifying Party") of the indemnifying party shall not prevent recovery under this Agreement, except to the nature and extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to of such Claim and the Damages incurred by it. If the Damages are liquidated in amount, the notice shall so state, and such amount or good faith estimate of shall be deemed the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies such Claim of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party against the Indemnifying Party. If the amount is not liquidated, the notice shall so state and, in good faith determine that such event, such Claim shall be deemed asserted against the Indemnifying Party but no payment or satisfaction shall be made on account thereof until the amount of such claim is not frivolous and that liquidated. If the Indemnified Indemnifying Party may be liable forshall not, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days after the giving of such notice by the Indemnified Party, notify the Indemnified Party in accordance herewith that the Indemnifying Party disputes the right of the receipt Indemnified Party to indemnity in respect of the applicable such Claim, then any such Claim Notice; providedshall be paid or satisfied as follows: (i) if said Claim is liquidated, however, that then payment of such Claim to the Indemnified Parties may Party shall be made by the Indemnifying Party at all times participate in the end of such defense period; or (ii) if the amount of such Claim is unliquidated at their own expense. Without limiting the foregoing, in time notice is originally given to the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party ClaimIndemnifying Party, the Indemnified Party shall cooperate give a second notice to the Indemnifying Party when the liquidated amount of such Claim is known and, unless the Indemnifying Party shall object in writing to such amount (as opposed to the Claim itself, as to which the right to dispute had expired) within twenty (20) days after the giving of said second notice, payment of such Claim to the Indemnified Party shall be made by the Indemnifying Party. If the Indemnifying Party shall not have made payment to the Indemnified Party of any Claim when said payment is due, then the Indemnified Party shall have the right to take any and all actions required to collect from the Indemnifying Party the amount of such Claim. Any portion of the amount of Damages asserted by the Indemnified Party in connection with a Claim shall, if not objected to by the Indemnifying Party in accordance with the indemnifying party in such defense and make available procedures established herein, be considered to the indemnifying partybe subject to satisfaction without further objection, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either appropriate. If the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which Indemnifying Party shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of notify the Indemnified Party that he disputes any Claim or the amount thereof (which notice shall only be given if the Indemnifying Party has a good faith belief that the Indemnified Party is party not entitled to indemnity or the full amount of indemnity as claimed) then the parties hereto shall endeavor to settle and compromise such Claim, or may agree to submit the same to arbitration, and, if unable to agree on any settlement or compromise or on submission to arbitration, such claim or shall be settled by appropriate litigation, and any liability and the amount of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement Damages established by reason of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT settlement, compromise, arbitration or litigation, or incurred as a real investment trust within the meaning of Section 856 of the Coderesult thereof, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentbe paid and satisfied as provided herein.

Claims. (a) At Promptly after receipt by an indemnified party of written notice of the time when any Indemnified Party learns commencement of any potential claim under this Agreement investigation, claim, proceeding or other action in respect of which indemnity may be sought from the indemnitor (a “Claim”) against an indemnifying party"Action"), it will promptly give written notice (a “Claim Notice”) to such indemnified party shall notify the indemnifying partyindemnitor in writing of the commencement of such Action; provided that but the failure omission to so notify the indemnifying party indemnitor shall not prevent recovery under this Agreementrelieve it from any liability that it may otherwise have to such indemnified party, except to the extent that the indemnifying party shall have been indemnitor is materially prejudiced by or forfeits substantive rights or defenses as a result of such failure. Each Claim Notice In connection with any Action in which the indemnitor and any indemnified party are parties, the indemnitor shall describe in reasonable detail be entitled to participate therein, and may assume the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefromdefense thereof. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (So long as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by is diligently defending in good faith any such failure. Any Indemnified Party Action, the indemnifying party may control the defense thereof; in such event, the indemnified party may participate in the defense of the Action at its option own expense. Neither the indemnifying party nor the indemnified party will settle or compromise the Action without the consent of the other, which consent will not be unreasonably withheld. (b) In the event a Party should have a claim for indemnification that does not involve a claim or demand indemnity under this Article VI as soon as a Claim has been threatened being asserted by a third party, regardless the Party seeking indemnification shall promptly send notice of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim to the Party from whom indemnification is sought. If the latter does not frivolous and that dispute such claim, the Indemnified Party may latter shall pay such claim in full within 10 business days. If the latter disputes such claim, such dispute shall be liable for, resolved by agreement of the Parties or otherwise incur, a Loss as a result thereofin any other manner available under law. (bc) The indemnifying indemnified party shall be entitled, at its own expense, make available to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party or its representatives all records and other materials reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate required by them for use in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake connection with any such defense against a Third-Party Claim, the Indemnified Party claim and shall cooperate with the indemnifying party in such the defense and make available to the indemnifying party, at the indemnifying party’s expense, of all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is third party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentclaims.

Claims. (a) At the time when Whenever any Indemnified Party learns of any potential claim under this Agreement shall arise for indemnification hereunder (a “"Claim”"), the party entitled to indemnification (the "Indemnified Party") against an indemnifying party, it will shall promptly give written notice (a “Claim Notice”) to the indemnifying party; provided that party obligated to provide indemnity (the failure to so notify "Indemnifying Party") of the indemnifying party shall not prevent recovery under this Agreement, except to the nature and extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to of such Claim and the Damages incurred by it. If the Damages are liquidated in amount, the notice shall so state, and such amount or good faith estimate of shall be deemed the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies such Claim of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party against the Indemnifying Party. If the amount is not liquidated, the notice shall so state and, in good faith determine that such event, such Claim shall be deemed asserted against the Indemnifying Party but no payment or satisfaction shall be made on account thereof until the amount of such claim is not frivolous and that liquidated. If the Indemnified Indemnifying Party may be liable forshall not, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days after the giving of such notice by the Indemnified Party, notify the Indemnified Party in accordance herewith that the Indemnifying Party disputes the right of the receipt Indemnified Party to indemnity in respect of the applicable such Claim, then any such Claim Notice; providedshall be paid or satisfied as follows: (i) if said Claim is liquidated, however, that then payment of such Claim to the Indemnified Parties may Party shall be made by the Indemnifying Party at all times participate in the end of such defense period; or (ii) if the amount of such Claim is unliquidated at their own expense. Without limiting the foregoing, in time notice is originally given to the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party ClaimIndemnifying Party, the Indemnified Party shall cooperate give a second notice to the Indemnifying Party when the liquidated amount of such Claim is known and, unless the Indemnifying Party shall object in writing to such amount (as opposed to the Claim itself, as to which the right to dispute had expired) within twenty (20) days after the giving of said second notice, payment of such Claim to the Indemnified Party shall be made by the Indemnifying Party. If the Indemnifying Party shall not have made payment to the Indemnified Party of any Claim when said payment is due, then the Indemnified Party shall have the right to take any and all actions required to collect from the Indemnifying Party the amount of such Claim. Any portion of the amount of Damages asserted by the Indemnified Party in connection with a Claim shall, if not objected to by the Indemnifying Party in accordance with the indemnifying party in such defense and make available procedures established herein, be considered to the indemnifying partybe subject to satisfaction without further objection, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either appropriate. Jf the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which Indemnifying Party shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of notify the Indemnified Party that he disputes any Claim or the amount thereof (which notice shall only be given if the Indemnifying Party has a good faith belief that the Indemnified Party is party not entitled to indemnity or the full amount of indemnity as claimed) then the parties hereto shall endeavor to settle and compromise such Claim, or may agree to submit the same to arbitration, and, if unable to agree on any settlement or compromise or on submission to arbitration, such claim or shall be settled by appropriate litigation, and any liability and the amount of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement Damages established by reason of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT settlement, compromise, arbitration or litigation, or incurred as a real investment trust within the meaning of Section 856 of the Coderesult thereof, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentbe paid and satisfied as provided herein.

Claims. (a) At the time when any 5.4.1. If an Indemnified Party learns of any potential claim under intends to seek indemnification pursuant to this Agreement (a “Claim”) against an indemnifying partyArticle V, it will such Indemnified Party shall promptly give written notice (the Indemnifying Party a “Notice of Claim Notice”) to the indemnifying partydescribing such Claim in reasonable detail; provided provided, that the failure to so notify the indemnifying party provide such notice shall not prevent recovery under this Agreementaffect the obligations of the Indemnifying Party unless it is actually prejudiced thereby, except subject, however, to the extent time periods specified in Section 5.1 hereof. In the event that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after involves a claim by a third party against the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified the Indemnifying Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by 30 days after receipt of such failure. Any Indemnified Party may at notice to decide whether it will undertake, conduct and control, through counsel of its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous own choosing and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 belowthe settlement or defense thereof, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claimdecides, the Indemnified Party shall cooperate with it in connection therewith; provided, that the indemnifying party Indemnified Party may participate in such settlement or defense through counsel chosen by it; and make available to provided further, that the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials fees and information in expenses of such counsel shall be borne by the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by . 5.4.2. The Indemnifying Party shall not, without the indemnifying party. No compromise or settlement written consent of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, settle or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of compromise any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that action in any manner affectsthat would materially and adversely affect the Indemnified Party, restrains other than as a result of money damages or interferes with other money payments. 5.4.3. If the business Indemnifying Party does not notify the Indemnified Party within 30 days after the receipt of the Indemnified Party's Notice of a Claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party that shall have the right to contest, settle or compromise the Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. 5.4.4. As long as the Indemnifying Party is party to contesting any such claim Claim in good faith, the Indemnified Party shall not pay or settle any of its Affiliatessuch Claim. Notwithstanding the foregoing, if the compromise or settlement of such Third-Indemnified Party Claim could reasonably be expected shall have the right to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise pay or settle the Third-Party Claim without the need to obtain Two Harbors’ consent.any such Claim; provided, that:

Claims. (a) At the time when any a New REIT Indemnified Party learns of any potential claim under this Agreement (a “Indemnity Claim”) against an indemnifying party, it New REIT will promptly give written notice (a “Claim Notice”) to the indemnifying partyGeneral Partner; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party any potential defense to such claim shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the applicable New REIT Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefromIndemnity Claim. The Indemnified Party New REIT shall deliver to the indemnifying partyGeneral Partner, promptly after the any New REIT Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such New REIT Indemnified Party relating to a Third-any Indemnity Claim based on claims asserted by third parties (“Third Party Claim (as defined belowClaim”); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party any potential defense to such claim shall have been materially prejudiced by such failure. Any Indemnified Party may New REIT may, at its option option, demand indemnity under this Article VI 10 as soon as a an Indemnity Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party New REIT shall in good faith determine that such claim is not frivolous and that the New REIT Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party General Partner shall be entitled, at its own expense, entitled to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Third Party Claims”)Claim, through counsel chosen by the indemnifying party General Partner and reasonably acceptable to the Indemnified PartyNew REIT, if it gives written notice of its intention to do so to the Indemnified Party New REIT within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties New REIT may at all times participate in such defense at their its own expense. Without limiting the foregoing, in if the event that the indemnifying party General Partner exercises the right to undertake any such defense against a Third-Third Party Claim, the Indemnified Party New REIT shall cooperate with the indemnifying party General Partner in such defense and make available to the indemnifying partyGeneral Partner, at the indemnifying partyGeneral Partner’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession of, or under such the control of, any New REIT Indemnified Party’s control Party relating thereto as is reasonably required by the indemnifying partyGeneral Partner. No compromise or settlement of such Third-Third Party Claim may be effected by either the Indemnified PartyNew REIT, on the one hand, or the indemnifying partyGeneral Partner, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other partya New REIT Indemnified Party or against the Holdback Fund, (ii) each Indemnified Party party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim New REIT or any of its New REIT’s Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Third Party Claim could reasonably be expected to adversely affect the status of the New REIT as a real investment trust within the meaning of Section 856 of the Code, then the New REIT shall make such decision to compromise or settle the Third-Third Party Claim without the need to obtain Two Harbors’ the other party’s consent. All costs and expenses incurred by the General Partner pursuant to this Section 10.2(b) shall be reimbursed from the Holdback Fund in accordance with Section 10.9.

Claims. (a) At Each indemnified party agrees to give the time when any Indemnified Party learns indemnifying party prompt written notice of any potential matter upon which such indemnified party intends to base a claim for indemnification (an "Indemnity Claim") under this Agreement (a “Claim”) against an Article Six. The indemnified party shall have the right to participate with the indemnifying party, it will promptly give written notice (a “Claim Notice”) to party in the indemnifying party; provided that 's defense, settlement or other disposition of any Indemnity Claim, subject to the failure ultimate control of the indemnifying party. With respect to so notify any Indemnity Claim relating solely to the payment of money damages and which could not result in the indemnified party's becoming subject to injunctive or other equitable relief or otherwise adversely affect the business of the indemnified party in any manner, and as to which the indemnifying party shall not prevent recovery under this Agreementhave acknowledged in writing the obligation to indemnify the indemnified party hereunder, except the indemnifying party shall have the sole right to defend, settle or otherwise dispose of such Indemnity Claim, on such terms as the extent indemnifying party, in its sole discretion, shall deem appropriate, provided that the indemnifying party shall provide reasonable evidence of its ability to pay any damages claimed and with respect to any such settlement shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail obtained the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate written release of the amount of Losses arising therefromindemnified party from the Indemnity Claim. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitledobtain the written consent of the indemnified party prior to ceasing to defend, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense settling or otherwise disposing of any Indemnity Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by if as a result thereof the indemnifying indemnified party and reasonably acceptable would become subject to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession injunctive or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise other equitable relief or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is indemnified party to such claim or would be adversely affected in any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentmanner.

Claims. (a) At From time to time during the time when Claims Period, Acquirer may deliver to the Securityholders’ Agent one or more certificates signed by any Indemnified Party learns officer of any potential claim under this Agreement Acquirer (a “Claim”) against an indemnifying partyeach, it will promptly give written notice (a “Claim NoticeCertificate”): (i) stating that an Indemnified Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue Indemnifiable Damages (or that with respect to the indemnifying party; provided any Tax matters, that the failure to so notify the indemnifying party shall not prevent recovery under this Agreementany Tax Authority may raise such matter in audit of Acquirer or its subsidiaries, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving could give rise to such Claim and the amount or good faith estimate of Indemnifiable Damages; (ii) stating the amount of Losses arising therefrom. The Indemnified Party shall deliver such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Acquirer in good faith to the indemnifying partybe incurred, promptly after the Indemnified Party’s receipt thereofpaid, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreementreserved, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened accrued or demanded by a third party, regardless ); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquirer) the individual items of whether an actual Loss has been sufferedsuch Indemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related. (b) Such Claim Certificate (i) shall specify all such information to the knowledge of Acquirer as of the date thereof with respect to the underlying facts and circumstances relating to such Claim Certificate and (ii) may be updated and amended from time to time by Acquirer by delivering any updated or amended Claim Certificate, so long as the Indemnified Party shall in good faith determine that delivery of the original Claim Certificate is made within the applicable Claims Period and such claim is not frivolous and that the Indemnified Party may be liable for, update or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable amendment relates to the Indemnified Partyunderlying facts and circumstances specifically set forth in such original Claims Certificate provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or satisfied, if it gives written notice notwithstanding the expiration of its intention to do so to the Indemnified Party such Claims Period. No delay in providing such Claim Certificate within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one handClaims Period, or the indemnifying partyprovision of any amendment to a Claim Certificate, on the other handshall affect an Indemnified Person’s rights hereunder, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (iand then only to the extent that) there is no finding the Securityholders’ Agent or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentIndemnifying Holders are materially prejudiced thereby.

Claims. (a) At In case any claim shall be made or action brought with respect to a matter referred to in Sections 12.01 or 12.02 hereof, the time when any party entitled to indemnification (the "Indemnified Party learns of any potential claim under this Agreement (a “Claim”Party") against an indemnifying party, it will shall promptly give written notice (a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreementliable therefor hereunder (the "Indemnifying Party") in writing, except to setting forth the extent that the indemnifying party shall have been materially prejudiced by particulars of such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim claim or action, and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Indemnifying Party shall deliver assume the defense thereof, including, without limitation, the employment of counsel mutually satisfactory to the indemnifying party, promptly after it and the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that No such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party action shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen settled by the indemnifying party and reasonably acceptable to Indemnifying Party without the Indemnified Party's prior written consent, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Noticewhich shall not be unreasonably withheld; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, no consent of the Indemnified Party shall cooperate with the indemnifying party is required in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless any case if (i) there is no finding or admission such proposed settlement involves only the payment of any violation of Law and no effect on any other claims that may be made against such other partymoney by the Indemnifying Party, (ii) each Indemnified the Indemnifying Party that is party able to pay the amount of such claim is released from settlement and all liability with respect to such claimrelated expenses, and (iii) there is no equitable orderthe terms of such settlement are to remain confidential by agreement of all parties to such action other than the Indemnified Party. If the Indemnifying Party shall not have employed counsel within a reasonable time after receiving notice of commencement of any such action, judgment or term that in any manner affects, restrains or interferes with the business of if the Indemnified Party shall have concluded that is party there may be defenses available to such claim it which are different from or any of its Affiliates. Notwithstanding additional to those available to the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the CodeIndemnifying Party, then the REIT Indemnified Party may take actions separately in its own defense and employ separate counsel and all legal and other expenses, including, without limitation, the reasonable fees and expenses of such counsel, incurred by the Indemnified Party shall make be borne by the Indemnified Party. (b) Notwithstanding any other provisions of this Agreement, no claim for indemnification shall be brought pursuant to Section 12.01 hereof more than three (3) years after the Closing Date and no claim for indemnification shall be brought pursuant to Section 12.02 hereof more than thirteen (13) months after the later of the Closing Date or the date on which any covenant or obligation in question was required to have been performed, except that with respect to the Seller's representations and warranties contained in Section 4.07 above a claim for indemnification may be brought pursuant to Section 12.02 hereof at any time prior to the lapse of time within which federal, state or local taxing authorities are entitled to assert any tax liability on the part of the Seller for tax periods ending at or prior to the Closing Date. (c) If an Indemnified Party receives any payment from any third party (including any insurer) as compensation for any claim by the Indemnified Party after the Indemnifying Party has made any payment under Section 12.01 or Section 12.02 above to the Indemnified Party on account of such decision claim by the Indemnified Party, then the Indemnified Party shall promptly pay the dollar amount of all such prior indemnification payments to compromise the Indemnifying Party, without demand or settle notice of any kind made by the ThirdIndemnifying Party, to the extent of all such third-Party Claim without party payments received by the need to obtain Two Harbors’ consentIndemnified Party.

Claims. (a) At the time when any Each Blu Indemnified Party learns of any potential claim under this Agreement and Journey Indemnified Party (a “Claim”"Indemnified Party") against an indemnifying party, it will promptly agrees to give written notice (a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate prompt written notice of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by any matter upon which such Indemnified Party relating intends to base a Third-Party Claim claim for indemnification (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity an "Indemnity Claim") under this Article VI as soon as a 12. In the event that an Indemnity Claim has been threatened is brought or made against both parties, then each party will have the right to be represented by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, counsel at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 12.1 hereof, then Blu will assume full control of the indemnifying party exercises defense of such Indemnity Claim including without limitation the right settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Blu. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to undertake causes covered by Section 12.2 hereof, then Journey will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof. All expenses of such suit, claim or proceeding, including the settlement and the payment of any such defense against a Third-Party Claimdamages thereof, the will be borne solely by Journey. The Indemnified Party shall cooperate with the indemnifying party in such defense and will make available to the indemnifying partyparty and its counsel, at the indemnifying party’s expenseall reasonable times during normal business hours, all witnessesbooks and records of the other party relating to such suit, pertinent recordsclaim or proceeding, materials and information each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party’s possession Party prior to settling, ceasing to defend or under such Indemnified Party’s control relating thereto otherwise disposing of any Indemnity Claim if as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either a result thereof the Indemnified Party, on the one hand, Party would become subject to injunctive or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld equitable relief or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or would be adversely affected in any of its Affiliatesmanner whatsoever. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentINFORMATION HAS BEEN MARKED WITH “[***].

Claims. (a) At From time to time during the time when Claims Period, Purchaser may deliver to the Equityholders’ Representative one or more certificates signed by any Indemnified Party learns officer of any potential claim under this Agreement Purchaser (a “Claim”) against an indemnifying partyeach, it will promptly give written notice (a “Claim NoticeCertificate”): (i) stating that an Indemnified Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to the indemnifying party; provided any Tax matters, that the failure to so notify the indemnifying party shall not prevent recovery under this Agreementany Tax Authority may raise such matter in audit of Purchaser or its subsidiaries, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving could give rise to such Claim and the amount or good faith estimate of Indemnifiable Damages); (ii) stating the amount of Losses arising therefrom. The Indemnified Party shall deliver such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Purchaser in good faith to the indemnifying partybe incurred, promptly after the Indemnified Party’s receipt thereofpaid, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreementreserved, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened accrued or demanded by a third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related. (b) Such Claim Certificate (i) need only specify such information to the knowledge of such officer of Purchaser as of the date thereof, regardless (ii) shall not limit any of whether an actual Loss has been sufferedthe rights or remedies of any Indemnified Person with respect to the underlying facts and circumstances specifically set forth in such Claim Certificate and (iii) may be updated and amended from time to time by Purchaser by delivering any updated or amended Claim Certificate, so long as the Indemnified Party shall in good faith determine that delivery of the original Claim Certificate is made within the applicable Claims Period and such claim is not frivolous and that the Indemnified Party may be liable for, update or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or satisfied, notwithstanding the expiration of such Claims Period. No delay in providing such Claim Certificate within the applicable Claims Period shall affect an Indemnified PartyPerson’s rights hereunder, if it gives written notice of its intention to do so unless (and then only to the Indemnified Party within thirty (30extent that) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, Equityholders’ Representative or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentSelling Securityholders are prejudiced thereby.

Claims. (a) At the time when any Upon receipt by an Indemnified Party learns of notice of any potential claim under this Agreement action, suit, proceedings, claim, demand or assessment made or brought by an unaffiliated third party (a “Third Party Claim”) against an indemnifying party, it will promptly give written notice (with respect to a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by matter for which such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity is indemnified under this Article VI as soon as 6 (notwithstanding the application of any threshold or cap) which has or is reasonably expected to give rise to a Claim has been threatened by a third partyclaim for Losses, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall as soon as practicable, in good faith determine the case of a Buyer Indemnified Party, notify Seller and in the case of a Seller Indemnified Party, notify Buyer (Seller or Buyer, as the case may be, the “Indemnifying Party”), in writing and in reasonable detail, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that such claim is not frivolous and that any delay or failure by the Indemnified Party may be liable forto give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or otherwise incur, a Loss as a result thereof. failure. The Indemnifying Party shall have thirty (b30) The indemnifying party shall be entitleddays after receipt of notice to elect, at its own expense, to elect in accordance with Section 6.04 belowoption, to assume and control the defense of of, at its own expense and by its own counsel, any such Third Party Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable shall be entitled to assert any and all defenses available to the Indemnified PartyParty to the fullest extent permitted under requirements of Law. If the Indemnifying Party shall undertake to compromise or defend any such Third Party Claim, if it gives written shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so to so, and the Indemnified Party within thirty (30) days agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the receipt Indemnified Party (which consent will not be unreasonably withheld or delayed), unless the relief consists solely of money Losses to be paid by the applicable Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Seller Indemnified Parties or the Buyer Indemnified Parties, as applicable, from all liability with respect thereto. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if the (i) Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim Noticesubject to this Article 6, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoingParty shall not settle, in the event that the indemnifying party exercises the right to undertake compromise or discharge, or admit any liability with respect to, any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s written consent of the Indemnifying Party (which shall consent will not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consent).

Claims. (a) At the time when any Indemnified Promptly after receipt by a Party learns of any potential claim under this Agreement (a “Claim”) against an indemnifying party, it will promptly give written notice (a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim or Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount commencement of Losses arising therefrom. The Indemnified Party shall deliver any action, administrative, or legal proceeding, or investigation as to which the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); indemnity provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under for in this Article VI as soon as a Claim has been threatened by a third party16 may apply, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall notify the Indemnifying Party in good faith determine that writing of such claim is not frivolous and that the Indemnified fact. The Indemnifying Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted thereof with counsel designated by third parties (“Third-such Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable satisfactory to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that if the defendants in any such action include both the Indemnified Parties Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at all times participate the expense of the Indemnifying Party contest, settle, or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. Except as otherwise provided in such defense at their own expense. Without limiting the foregoingthis Article 16, in the event that a Party is obligated to indemnify and hold the indemnifying party exercises other Party and its successors and assigns harmless under this Article 16, the right amount owing to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with will be the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in amount of the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission damages net of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of insurance proceeds received by the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding following a reasonable effort by the foregoing, if the compromise or settlement of such Third-Indemnified Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentsuch insurance proceeds.

Claims. If any party (athe "Indemnitee) At the time when any Indemnified Party learns receives notice of circumstances that would give rise to a claim by such party or notice of any potential claim under this Agreement or the commencement of any action or proceeding with respect to which any other party (or parties) is obligated to provide indemnification (the "Indemnifying Party") pursuant to Sections 13.1 or 13.2 (a “"Claim”) against an indemnifying party"), it will the Indemnitee shall promptly give written the Indemnifying party notice (a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises failure to so notify shall not affect the right to undertake any of indemnification hereunder unless such defense against a Third-Party Claimfailure has prejudiced the rights of the Indemnifying Party. Within 30 days after such notice, the Indemnified Indemnifying Party shall cooperate with will notify the indemnifying party in such defense and Indemnitee whether it irrevocably elects to make available to payment of the indemnifying partyamount claimed or, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to third party claims, to contest such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business claim by appropriate legal proceedings. The failure of the Indemnified Indemnifying Party that is party to such claim or any notify the Indemnitee of its Affiliatesintention within such 30 days shall constitute an irrevocable election by them that it will pay the amount claimed. Notwithstanding Any defense of a claim shall be conducted by counsel of good standing chosen by Indemnitee and satisfactory to Indemnifying Party. Such defense shall be conducted at the foregoingexpense of Indemnifying Party, except that if any proceeding involves both claims against which indemnity is granted hereunder and other claims for which indemnification is not granted hereunder, the compromise or settlement expenses of defending against such Third-claims shall be borne by the Indemnifying Party Claim could reasonably be expected and the Indemnitee in respective proportions to adversely affect the status dollar amount of the REIT as a real investment trust within the meaning of Section 856 claims for which they may be liable based on he aggregate dollar amount of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentclaims.

Claims. (a) At Each indemnified party agrees to give the time when any Indemnified Party learns indemnifying party prompt written notice of any potential matter upon which such indemnified party intends to base a claim under this Agreement for indemnification (a an “Indemnity Claim”) against an under this Section 16. The indemnifying party shall have the right to participate jointly with the indemnified party in the indemnified party’s defense, it will promptly give written notice (a “settlement or other disposition of any Indemnity Claim. With respect to any Indemnity Claim Notice”) relating solely to the indemnifying payment of money damages and which could not result in the indemnified party; provided that ’s becoming subject to injunctive or other equitable relief or otherwise adversely affect the failure business of the indemnified party in any manner, and as to so notify which the indemnifying party shall not prevent recovery under this Agreementhave acknowledged in writing the obligation to indemnify the indemnified party hereunder, except the indemnifying party shall have the sole right to defend, settle or otherwise dispose of such Indemnity Claim, on such terms as the extent indemnifying party, in its sole discretion, shall deem appropriate; provided that the indemnifying party shall have been materially prejudiced by provide reasonable evidence of its ability to pay any damages claimed and with respect to any such failure. Each Claim Notice settlement shall describe in reasonable detail obtain the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate written release of the amount of Losses arising therefromindemnified party from the Indemnity Claim. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitledobtain the written consent of the indemnified party prior to ceasing to defend, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense settling or otherwise disposing of any Indemnity Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by if as a result thereof the indemnifying indemnified party and reasonably acceptable would become subject to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession injunctive or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise other equitable relief or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is indemnified party to such claim or would be adversely affected in any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentmanner.

Claims. (a) At the time when any Indemnified Party learns Promptly after receipt by an indemnified party under this Section 8 of notice of any potential claim, threatened claim under this Agreement (or the commencement of any action, the indemnified party shall, if a “Claim”) claim in respect thereof is to be made against an indemnifying partyparty under this Section 8, it will promptly give written notice (a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate writing of the amount claim, threatened claim or the commencement of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Noticeaction; provided, however, that the Indemnified Parties failure to notify an indemnifying party shall not relieve such indemnifying party from any liability which it may at all times have to an indemnified party otherwise than under this Section 8. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein, and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with its counsel, who shall be reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim, threatened claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 8 for any legal or other expenses subsequently incurred by the indemnified party in such connection with the defense at their own expense. Without limiting thereof other than reasonable costs of investigation; provided, however, that the foregoingRepresentative shall have the right to employ counsel to represent it and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Representative against the Company and/or the Selling Stockholder under this Section 8 if, in the event Representative's reasonable judgment, it is necessary for the Representative and its controlling persons to be represented by separate counsel in order to avoid an actual or potential conflict of interest or if the Representative shall have reasonably concluded that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make there may be defenses available to the indemnifying partyRepresentative and its controlling persons different from or in addition to those available to the Company or the Selling Stockholder, at and in either such event the indemnifying party’s expense, all witnesses, pertinent records, materials reasonable fees and information in the Indemnified Party’s possession or under expenses of such Indemnified Party’s control relating thereto as is reasonably required separate counsel shall be paid by the Company and the Selling Stockholder. An indemnifying party. No compromise or party shall not be liable for any settlement of such Third-Party Claim may be any action or claims effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s its written consent (which consent shall not unreasonably be unreasonably withheld withheld). Anything herein to the contrary notwithstanding, the indemnity agreement of the Company in Subsection 8(a) hereof, the representations and warranties in this Agreement and any representation or delayed) unless warranty as to the accuracy of the Registration Statement or the Prospectus contained in any certificate furnished by the Company pursuant to Section 7 hereof, insofar as they may constitute a basis for indemnification for liabilities (i) there is no finding other than payment by the Company of expenses incurred or admission paid in the successful defense of any violation action, suit or proceeding) arising under the Securities Act, shall not extend to the extent of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment interest therein of a controlling person or term that in any manner affects, restrains or interferes with the business partner of the Indemnified Party Representative who is a director, officer or controlling person of the Company when the Registration Statement has become effective, except in each case to the extent that is party to an interest of such claim or any person shall have been determined by a court of its Affiliatesappropriate jurisdiction as not against public policy as expressed in the Securities Act. Notwithstanding Unless in the foregoingopinion of counsel for the Company the matter has been settled by a controlling precedent, the Company will, if a claim for such indemnification is asserted, submit to a court of appropriate jurisdiction the compromise or settlement question whether such interest is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentissue.

Claims. (a1) At In the time when event that any action, suit or proceeding is brought against either HD Services or the Company (in this Section, an “Indemnified Party learns of any potential claim under this Agreement (a “ClaimParty”) in respect of which indemnity may be sought against the other Party (in this Section, an indemnifying party, it will promptly give written notice (a “Claim NoticeIndemnifying Party”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control 5.02 or 5.05 as the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties case may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claimbe, the Indemnified Party shall cooperate with give the indemnifying party in Indemnifying Party prompt written notice of any such defense and make available to the indemnifying partyaction, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in suit or proceeding of which the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by Party has knowledge and the indemnifying party. No compromise or settlement Indemnifying Party shall undertake the investigation and defence thereof on behalf of such Third-Party Claim may be effected by either the Indemnified Party, on the one handincluding employment of counsel acceptable to such Indemnified Party, and make payment of all expenses. (2) No admission of liability and no settlement of any action, suit or the indemnifying party, on the other hand, proceeding shall be made without the other party’s consent (which shall of the Indemnifying Party and the Indemnified Parties affected, such consent not to be unreasonably withheld or delayedwithheld. (3) unless (i) there is no finding or admission Notwithstanding that the Indemnifying Party shall undertake the investigation and defence of any violation of Law and no effect on any other claims that may be made against such other partyaction, (ii) each suit or proceeding, an Indemnified Party that is party shall have the right to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that employ separate counsel in any manner affectssuch action, restrains suit or interferes with proceeding and participate in the business defence thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (a) employment of such counsel has been authorised by the Indemnifying Party; (b) the Indemnifying Party has not assumed the defence of the action, suit or proceeding within a reasonable period of time after receiving notice thereof; (c) the named parties to any such action, suit or proceeding include both the Indemnifying Party and the Indemnified Party and the Indemnified Party shall have been advised by counsel that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party; or (d) there are one or more legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party. (4) It is party the intention of the parties to constitute each other as trustee for each other’s directors, officers, employees, contractors and agents under this Article 5 and each Party agrees to accept such trust and to hold and enforce such covenants on behalf of its own directors, officers, employees, contractors and agents. (5) For the purposes of this Article 5: (a) “action, suit or proceeding” shall include every action, suit or proceeding, civil, criminal, administrative, investigative or other; and (b) the right of indemnification conferred hereby shall extend to any threatened action, suit or proceeding. (6) The foregoing rights of indemnification shall not be exclusive of any other rights to which the Indemnified Parties may be entitled as a matter of law or which may be lawfully granted to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status Indemnified Parties. (7) Each of the REIT as a real investment trust within the meaning of Section 856 Company (in respect of the Code, then policies referenced in Section 5.04(1)(c)) and HD Services (in respect of the REIT policies referenced in Section 9.01) shall make such decision use their reasonable commercial endeavours to compromise ensure that the relevant policies of insurance maintained by them contain waivers of subrogation as against one another. (8) The indemnities set out in Section 5.02 or settle 5.05 shall remain in full force and effect notwithstanding the Third-Party Claim without the need to obtain Two Harbors’ consenttermination of this Agreement.

Claims. (a) At From time to time during the time when Claims Period, Acquirer may deliver to the Shareholders’ Agent one or more certificates signed by any Indemnified Party learns officer of any potential claim under this Agreement Acquirer (a “Claim”) against an indemnifying partyeach, it will promptly give written notice (a “Claim NoticeCertificate”): (i) stating that an Indemnified Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to the indemnifying party; provided any Tax matters, that the failure to so notify the indemnifying party shall not prevent recovery under this Agreementany Tax Authority may raise such matter in audit of Acquirer or its subsidiaries, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving could give rise to such Claim and the amount or good faith estimate of Indemnifiable Damages); (ii) stating the amount of Losses arising therefrom. The Indemnified Party shall deliver such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Acquirer in good faith to the indemnifying partybe incurred, promptly after the Indemnified Party’s receipt thereofpaid, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreementreserved, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened accrued or demanded by a third party, regardless ); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquirer) the individual items of whether an actual Loss has been suffered, such Indemnifiable Damages included in the amount so long as stated and the Indemnified Party shall in good faith determine that nature of the claim to which such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereofIndemnifiable Damages are related. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Such Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless Certificate (i) there is no finding or admission need only specify such information to the knowledge of any violation such officer of Law and no effect on any other claims that may be made against such other partyAcquirer as of the date thereof, (ii) each shall not limit any of the rights or remedies of any Indemnified Party that is party to such claim is released from all liability Person with respect to the underlying facts and circumstances specifically set forth in such claim, Claim Certificate and (iii) there is no equitable ordermay be updated and amended from time to time by Acquirer by delivering any updated or amended Claim Certificate, judgment or term provided that in any manner affects, restrains or interferes with the business delivery of the Indemnified Party original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that is party to such claim all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any of its Affiliates. Notwithstanding update or amendment thereto shall remain outstanding until such claims have been resolved or satisfied, notwithstanding the foregoing, if the compromise or settlement expiration of such Third-Claims Period. No delay in providing such Claim Certificate within the applicable Claims Period shall affect an Indemnified Person’s rights hereunder, unless (and then only to the extent that) the Shareholders’ Agent or the Company Securityholders are materially prejudiced thereby. Acquirer acknowledges that if (A) Acquirer fails to respond to a Third Party Claim could reasonably be expected by a deadline required pursuant to adversely affect Applicable Law or a deadline established by the status court in which the Third Party Claim was filed (the “Third Party Claim Deadline”), (B) such failure to respond by the Third Party Claim Deadline results in (1) a default by Acquirer with respect to the amount claimed in the Third Party Claim, which default prevents Acquirer from contesting the Third Party Claim, (2) judgment entered in favor of the REIT as third party in the Third Party Claim and (3) such judgment is final and Acquirer has no ability to appeal such judgment, and (C) Acquirer did not provide a real investment trust Claim Certificate to the Shareholders’ Agent prior to the Third Party Claim Deadline, then such failure to provide notice shall be deemed to have materially prejudiced the Shareholders’ Agent within the meaning of this Section 856 9.5(b). (c) Solely with respect to Claim Certificates asserting Indemnifiable Damages with a value greater than $500,000, Acquirer shall deliver such Claim Certificates within 120 days following the date on which Acquirer had actual knowledge of the Code, then the REIT shall all facts that necessary for Acquirer to make a determination that Acquirer could make a claim for all such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentIndemnifiable Damages.

Claims. (a) At During the time when Claims Period, Buyer may deliver to Seller one or more certificates signed by any Indemnified Party learns officer of any potential claim under this Agreement Buyer (a “Claim”) against an indemnifying partyeach, it will promptly give written notice (a “Claim NoticeCertificate”): (i) to the indemnifying party; provided stating that the failure to so notify the indemnifying party shall not prevent recovery under this Agreementan Indemnified Person has incurred, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe paid, reserved or accrued, or in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of believes that it may incur, pay, reserve or accrue, Indemnifiable Damages; provided, that with respect to Indemnifiable Damages related to Sales Taxes, such Indemnified Person has reasonably demonstrated compliance with Section 9.2(f) prior to delivering a Claim Certificate; (ii) stating the amount of Losses arising therefrom. The Indemnified Party shall deliver such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Buyer in good faith to the indemnifying partybe incurred, promptly after the Indemnified Party’s receipt thereofpaid, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreementreserved, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened accrued or demanded by a third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Buyer) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related. (b) Such Claim Certificate (i) need only specify such information to the knowledge of such officer of Buyer as of the date thereof, regardless (ii) shall not limit any of whether an actual Loss has been sufferedthe rights or remedies of any Indemnified Person with respect to the underlying facts and circumstances specifically set forth in such Claim Certificate and (iii) may be updated and amended from time to time by Buyer by delivering any updated or amended Claim Certificate, so long as the Indemnified Party shall in good faith determine that delivery of the original Claim Certificate is made within the applicable Claims Period and such claim is not frivolous and that the Indemnified Party may be liable for, update or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or satisfied, notwithstanding the expiration of such Claims Period. No delay in providing such Claim Certificate within the applicable Claims Period shall affect an Indemnified PartyPerson’s rights hereunder, if it gives written notice of its intention to do so unless (and then only to the Indemnified Party within thirty (30extent that) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, Seller or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentCompany are materially prejudiced thereby.

Claims. In case any proceeding (aincluding any governmental investigation) At shall be instituted involving any person in respect of which indemnity may be sought pursuant to this Section 8, such person (the time when any Indemnified Party learns of any potential claim under this Agreement "indemnified party") shall promptly notify the person against whom such indemnity may be sought (a “Claim”) against an the "indemnifying party, it will promptly ") in writing. No indemnification provided for in Section 8(a) or 8(b) shall be available to any party who shall fail to give written notice (a “Claim Notice”as provided in this Section 8(c) if the party to whom notice was not given was unaware of the indemnifying party; provided that proceeding to which such notice would have related and was prejudiced by the failure to so give such notice, but the failure to give such notice shall not relieve the indemnifying party or parties from any liability that it or they may have to the indemnified party for contribution or otherwise than on account of the provisions of Section 8(a) or 8(b). In case any such proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall not prevent recovery under this Agreementbe entitled to participate therein and, except to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party and shall pay as incurred the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel at its own expense. Notwithstanding the foregoing, the indemnifying party shall pay as incurred the fees and expenses of the counsel retained by the indemnified party in the event (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe not, in reasonable detail connection with any proceeding or related proceedings in the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying partysame jurisdiction, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (bfor the reasonable fees and expenses of more than one separate firm for all such indemnified parties. Such firm shall be designated in writing by the Representative in the case of parties indemnified pursuant to Sections 8(a) and by the Company in the case of parties indemnified pursuant to Section 8(b). The indemnifying party shall not be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense liable for any settlement of any Claim based on claims asserted by third parties (“Third-Party Claims”)proceeding effected without its written consent, through counsel chosen by but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake against any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession loss or under such Indemnified Party’s control relating thereto as is reasonably required liability by the indemnifying party. No compromise or settlement reason of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, settlement or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentjudgment.

Claims. (a) At the time when any Indemnified Party learns of any potential claim under this Agreement (a an “Indemnity Claim”) against an indemnifying partythe Sellers, it will promptly give written notice (a “Claim Notice”) to the indemnifying partySellers and the Escrow Agent; provided that the failure to so notify the indemnifying party Sellers or the Escrow Agent shall not prevent recovery under this Agreement, except to the extent that the indemnifying party Sellers shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Indemnity Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying partySellers, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Third Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party Sellers shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI Agreement as soon as a an Indemnity Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) Any payment made from the Indemnity Deposit in respect of an Indemnity Claim will be allocated among the Sellers pro rata in accordance with the Individual Percentages. (c) The indemnifying party Sellers shall be entitled, at its their own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Indemnity Claim based on claims asserted by third parties (“Third-Third Party Claims”), through counsel chosen by the indemnifying party Sellers and reasonably acceptable to the Indemnified PartyBuyer, if it gives they give written notice of its their intention to do so to the Indemnified Party Buyer within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises Sellers exercise the right to undertake any such defense against a Third-Third Party Claim, the Indemnified Party shall cooperate with the indemnifying party Sellers in such defense and make available to the indemnifying partySellers, at the indemnifying partySellers’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying partySellers. No compromise or settlement of such Third-Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying partySellers, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Third Party Claim could reasonably be expected to adversely affect the status of the REIT POPT as a real investment trust within the meaning of Section 856 of the Code, then the REIT POPT shall make such decision to compromise or settle the Third-Third Party Claim without the need to obtain Two Harborsthe Sellers’ consent.

Claims. (a) At the time when any Upon receipt by an Indemnified Party learns of notice of any potential claim action, suit, inquiry, hearing, charge, demand, proceeding, claim, arbitration, investigation or litigation, whether civil or criminal, at law or in equity or demand made or brought by an unaffiliated third party (a “Third Party Claim”) with respect to a matter for which such Indemnified Party is entitled to be indemnified under this Agreement (a “Claim”) against an indemnifying party, it will promptly which has or is expected to give written notice (a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying partya claim for Losses, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall promptly (but in good faith determine that any event within ten (10) Business Days of receipt of notice of such claim is not frivolous and that Third Party Claim by the Indemnified Party) notify the Party responsible for indemnifying the Indemnified Party pursuant to Article II (the “Indemnifying Party”) in writing, indicating the nature of such Third Party Claim; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is materially prejudiced by reason of such delay or failure. Such written notice shall (i) describe such Third Party Claim in reasonable detail including the facts underlying each particular claim and the specific sections of this Agreement pursuant to which indemnification is being sought for each such set of facts and (ii) set forth the estimated amount of the Losses that have been or may be liable forsustained by an Indemnified Party, or otherwise incur, a Loss as a result thereofif known and quantifiable. (b) The indemnifying party Indemnifying Party shall be entitledhave thirty (30) days after receipt of a written notice that complies with the requirements of Section 3.1(a) to elect, at its own expenseoption, to elect in accordance with Section 6.04 below, exercise its right to assume and control the defense of, at its own expense and by counsel of its own choosing, any such Third Party Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable shall be entitled to assert any and all defenses available to the Indemnified PartyParty to the fullest extent permitted by applicable Law. (i) If the Indemnifying Party shall undertake to compromise or defend any such Third Party Claim, if it gives written notice shall promptly notify the Indemnified Party of its intention to do so to so, and the Indemnified Party shall cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim. Such cooperation shall include (1) furnishing and, upon request, attempting to procure the attendance of potential witnesses for interview, preparation, submission of witness statements and the giving of evidence at any related hearing; (2) promptly furnishing documentary evidence to the extent reasonably available to it or its Affiliates; and (3) providing access to any other relevant affiliated party, including any representatives of the Parties as reasonably needed; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned); provided, further, that if the Indemnified Party withholds consent where the relief consists solely of monetary Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto, the Indemnifying Party’s liability solely with respect to such Third Party Claim shall in no event exceed the amount of such proposed settlement, compromise or discharge at the time the consent was requested. Notwithstanding an election to assume the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such Third Party Claim, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel, as incurred, if the (A) Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (B) Indemnifying Party shall have authorized in writing the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. In any event, the Indemnified Party, the Indemnifying Party and their respective counsel shall cooperate in the defense of any such Third Party Claim subject to this Article III and keep such persons informed of all developments relating to any such Third Party Claims, and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such Third Party Claim. (ii) If the Indemnifying Party, after receiving a written notice that complies with Section 3.1(a) of a Third Party Claim, does not elect to defend such Third Party Claim within thirty (30) days after receipt of such written notice, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim (upon providing further written notice to the Indemnifying Party), subject to the right of the receipt of Indemnifying Party to approve the applicable Claim Noticecounsel selected by the Indemnified Party (“Indemnified Party Counsel”) (which approval shall not be unreasonably withheld, delayed or conditioned); provided, however, that the Indemnified Parties may at all times participate in Party shall not settle, compromise or discharge, or admit any liability with respect to any such defense at their own expenseThird Party Claim without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned). Without limiting Notwithstanding the foregoing, (1) unless expressly agreed by the Indemnifying Party, the Indemnified Party Counsel (A) shall have no conflict of interest relative to the Indemnifying Party and (B) shall not assume any representation of the Indemnified Party in a dispute between the Parties during the time of its retention as Indemnified Party Counsel and (2) if an Indemnified Party otherwise settles, compromises, discharges or admits such liability in respect of a Third Party Claim it is defending pursuant to this Section 3.1(b)(ii) without obtaining the Indemnifying Party’s written consent thereto, then the Indemnifying Party shall be relieved of its indemnification obligations hereunder with respect to such Third Party Claim unless such consent had been sought and was unreasonably withheld, delayed or conditioned. (c) In the event that any Indemnified Party has a claim against any Indemnifying Party under this Agreement for Losses not involving a Third Party Claim that such Indemnified Party believes gives rise to a claim for indemnification in accordance with the indemnifying party exercises the right to undertake any such defense against a Third-Party Claimterms hereunder, the Indemnified Party shall cooperate with the indemnifying party in promptly deliver notice of such defense and make available claim to the indemnifying partyIndemnifying Party; provided, at the indemnifying party’s expensehowever, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession that any delay or under such Indemnified Party’s control relating thereto as is reasonably required failure by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is party to materially prejudiced by reason of such delay or failure. Such written notice shall describe such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of in reasonable detail in accordance with Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consent3.1(a).

Claims. Except to the extent governed by Article 8 (Tax Matters): (a) At In the time when event that any written claim or demand for which an Indemnifying Party may have liability to any Indemnified Party learns hereunder is asserted against or sought to be collected from any Indemnified Party by a Third Party (or, solely for purposes of this Section 7.4 in the event that any Purchaser Indemnified Party becomes aware of any potential circumstance that will result in a claim under this Agreement for indemnity against Seller or USA Holdco arising from any inaccuracy in or breach of the representations set forth in Section 3.16 (Insurance Matters) or a claim for Losses in respect of matters described in Schedule 7.3(a)(1)) (such claim, demand or circumstance, a “Third-Party Claim”) against an indemnifying party(for the avoidance of doubt, it will promptly give written notice (any claim, demand, circumstance or Loss arising from any inaccuracy or breach of the representations set forth in Section 3.16 or a “claim for Losses in respect of matters described in Schedule 7.3(a)(1) shall not be a Third-Party Claim Notice”) under or for purposes of Section 7.6(a), but shall be subject to the indemnifying party; provided that the failure to so procedures set forth in this Section 7.4 in respect of Third-Party Claims), such Indemnified Party shall promptly notify the indemnifying party shall not prevent recovery under this AgreementIndemnifying Party in writing of such Third-Party Claim, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice which notice shall describe in reasonable detail the facts known and circumstances with respect to the subject matter of such Third-Party Claim and any relevant time constraints relating thereto (a “Claim Notice”); provided, however, that the failure to give a timely Claim Notice shall affect the rights of an Indemnified Party giving rise hereunder only to the extent that such failure actually materially prejudices the Indemnifying Party with respect to such Claim and Third-Party Claim. Thereafter, the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, as promptly as reasonably practicable after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such the Indemnified Party relating to such Third-Party Claim. With respect to any claim for indemnity arising from any inaccuracy in or breach of the representations set forth in Section 3.16 (Insurance Matters), or a claim by any Purchaser Indemnified Party for Losses in respect of matters described in Schedule 7.3(a)(1), the Purchaser Indemnified Party shall notify Seller promptly if it becomes aware of any such inaccuracy, breach or potential claim and the Purchaser Indemnified Parties shall be entitled, under this Article 7, to indemnification for any Losses arising from such inaccuracy or breach regardless of whether any Taxing Authority or any other Third Party has made any assertion or taken any action with respect to such inaccuracy or breach. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party in writing that it desires to defend, or negotiate on behalf of the Indemnified Party against or in connection with such Third-Party Claim. (b) In the event that the Indemnifying Party notifies the Indemnified Party in writing within the Notice Period that it desires to defend the Indemnified Party against a Third-Party Claim, the Indemnifying Party shall have the right to defend or negotiate on behalf of the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such negotiations or defense, with counsel of its choosing, at its expense; provided, that such counsel is reasonably acceptable to the Indemnified Party. For the period following the Indemnified Party’s delivery of a Claim Notice with respect to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except and prior to the extent time it receives a notice from the Indemnifying Party advising that the indemnifying party shall have been materially prejudiced by Indemnifying Party will be assuming the defense of such failure. Any Indemnified Third-Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third partyClaim, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may take any actions that are reasonably necessary to defend such Third-Party Claim, and the Indemnifying Party shall be liable forfor the reasonable fees and expenses of counsel employed by the Indemnified Party for such period, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party which fees and expenses of counsel the Indemnifying Party shall reimburse the Indemnified Party promptly upon written request therefor if the Third-Party Claim is finally determined to be entitled, at its own expense, subject to elect in accordance with Section 6.04 below, indemnification by the Indemnifying Party pursuant to assume and control this Article 7. Once the Indemnifying Party has duly assumed the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with have the indemnifying party right, but not the obligation, to participate in any such defense and make available to the indemnifying partyemploy counsel of its choosing, at the indemnifying party’s its own expense, all witnessesseparate from the counsel employed by the Indemnifying Party; provided, pertinent recordshowever, materials that, if the Indemnified Party has been advised by its outside counsel there exists an actual conflict of interest between the Indemnified Party and information in the Indemnifying Party, the Indemnifying Party shall be liable for the fees and expenses of separate counsel employed by the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by . If the indemnifying party. No compromise or settlement Indemnifying Party shall have assumed the defense of such a Third-Party Claim may be effected by either Claim, the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which Party shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of admit any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claimto, and (iii) there is no equitable orderor pay, judgment or term that in any manner affectssettle, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of discharge, such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need Indemnifying Party’s prior written consent. If the Indemnifying Party has assumed the defense of a Third-Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, admit any liability with respect to, or pay, settle, compromise or discharge such Third-Party Claim; provided, however, that the Indemnifying Party may pay, settle, compromise or discharge such a Third-Party Claim without the written consent of the Indemnified Party if such settlement (1) includes a complete and unconditional release of the Indemnified Party from all liability in respect of such Third-Party Claim, (2) does not subject the Indemnified Party to obtain Two Harbors’ consentany injunctive relief or other equitable remedy that would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates and (3) does not result in any monetary liability for the Indemnified Party that will not be promptly paid or reimbursed by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third-Party Claim arising from any inaccuracy in or breach of the representations set forth in Section 3.16 (Insurance Matters) or a claim for Losses under Section 7.3(a)(4), neither Seller nor USA Holdco, or any of their Affiliates or Representatives, shall (1) submit any written communication or document to the Internal Revenue Service or (2) send any communication or documents to any purchaser, policyholder, account holder, other holder or intended beneficiary of any Insurance Contract issued, assumed, exchanged, modified or sold by the Company, relating to such Third-Party Claim without the prior written consent of Life Reinsurer, if such claim relates to an Insurance Contract reinsured under the Life Business Reinsurance Agreement, or Purchaser, in all other cases, such consent not to be unreasonably withheld, delayed or conditioned. (c) If the Indemnifying Party (1) elects not to defend the Indemnified Party against a Third-Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise or (2) after assuming the defense of a Third-Party Claim, fails to take reasonable steps necessary to defend such Third-Party Claim within thirty (30) days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party in good faith determines that the Indemnifying Party has so failed, the Indemnified Party shall have the right but not the obligation to assume its own defense; it being understood that the Indemnified Party’s right to indemnification for a Third-Party Claim shall not be adversely affected by assuming the defense of such Third-Party Claim. (d) The Indemnified Party and the Indemnifying Party shall cooperate in order to ensure the proper and adequate defense or prosecution of a Third-Party Claim. Such cooperation shall include the retention and (upon any Indemnified Party’s or Indemnifying Party’s request) the provision of records and information which are relevant to such Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (e) The Indemnified Party and the Indemnifying Party shall use reasonable best efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third-Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges. (f) The indemnities provided in this Agreement shall survive the Closing; provided, however, that the indemnities provided under Section 7.2(a)(1), Section 7.2(b)(1) or Section 7.3(a)(1) shall terminate when the applicable representation or warranty terminates pursuant to this Agreement, except as to any item as to which the Person to be indemnified shall have, before the expiration of the applicable period, previously delivered a Claim Notice.

Claims. In the event that SGI or the SGI Stockholders (ahereinafter collectively referred to as the "Indemnified Party") At the time when any Indemnified Party learns of any potential shall reasonably believe that it has a claim under this Agreement for Damages (a “"Claim”) against an indemnifying party"), it will promptly shall give written prompt notice (a “Claim Notice”) in accordance herewith to the indemnifying party; provided that Company (the failure to so notify "Indemnifying Party") of the indemnifying party shall not prevent recovery under this Agreement, except to the nature and extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to of such Claim and the Damages incurred by it. If the Damages are liquidated in amount, the notice shall so state, and such amount or good faith estimate of shall be deemed the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies such Claim of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party against the Indemnifying Party. If the amount is not liquidated, the notice shall so state and, in good faith determine that such event, such Claim shall be deemed asserted against the Indemnifying Party but no payment or satisfaction shall be made on account thereof until the amount of such claim is not frivolous and that liquidated. If the Indemnified Indemnifying Party may be liable forshall not, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days after the giving of such notice by the Indemnified Party, notify the Indemnified Party in accordance herewith that the Indemnifying Party disputes the right of the receipt Indemnified Party to indemnity in respect of the applicable such Claim, then any such Claim Notice; providedshall be paid or satisfied as follows: (i) if said Claim is liquidated, however, that then payment of such Claim to the Indemnified Parties may Party shall be made by the Indemnifying Party at all times participate in the end of such defense period; or (ii) if the amount of such Claim is unliquidated at their own expense. Without limiting the foregoing, in time notice is originally given to the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party ClaimIndemnifying Party, the Indemnified Party shall cooperate give a second notice to the Indemnifying Party when the liquidated amount of such Claim is known and, unless the Indemnifying Party shall object in writing to such amount (as opposed to the Claim itself, as to which the right to dispute had expired) within twenty (20) days after the giving of said second notice, payment of such Claim to the Indemnified Party shall be made by the Indemnifying Party. If the Indemnifying Party shall not have made payment to the Indemnified Party of any Claim when said payment is due, then the Indemnified Party shall have the right to take any and all actions required to collect from the Indemnifying Party the amount of such Claim. Any portion of the amount of Damages asserted by the Indemnified Party in connection with a Claim shall, if not objected to by the Indemnifying Party in accordance with the indemnifying party in such defense and make available procedures established herein, be considered to the indemnifying partybe subject to satisfaction without further objection, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either appropriate. If the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which Indemnifying Party shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of notify the Indemnified Party that the Indemnifying Party disputes any Claim or the amount thereof (which notice shall only be given if the Indemnifying Party has a good faith belief that the Indemnified Party is party not entitled to indemnity or the full amount of indemnity as claimed) then the parties hereto shall endeavor to settle and compromise such Claim, or may agree to submit the same to arbitration, and, if unable to agree on any settlement or compromise or on submission to arbitration, such claim or shall be settled by appropriate litigation, and any liability and the amount of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement Damages established by reason of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT settlement, compromise, arbitration or litigation, or incurred as a real investment trust within the meaning of Section 856 of the Coderesult thereof, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentbe paid and satisfied as provided herein.

Claims. (a) At The party being indemnified hereunder (the time when any "Indemnified Party") shall give written notice to the party against whom a claim for indemnification is asserted hereunder (the "Indemnifying Party") within the earlier of twenty (20) days of receipt of written notice or forty (40) days from discovery by the Indemnified Party learns of any potential matters which may give rise to a claim for indemnification or reimbursement under this Agreement (a “"Claim”) against an indemnifying party, it will promptly give written notice (a “Claim Notice”) to the indemnifying party; provided that the "). The failure to so notify the indemnifying party give such notice shall not prevent recovery under this Agreement, except to affect the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to right of the Indemnified Party giving rise to indemnity hereunder unless such Claim failure has materially and adversely affected the amount or good faith estimate rights of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Indemnifying Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying In the event an action brought by a third party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“a "Third-Party Claims”)Claim") shall be brought or asserted in respect of which indemnity may be sought by an Indemnified Party under this Section 8.2, through the Indemnified Party shall notify the Indemnifying Party in writing thereof within such period of time as to not prejudice the defense thereof, but in any case within twenty (20) days thereof. Subject to this Section 8.2, the Indemnifying Party shall have the opportunity to defend and/or settle such Third-Party Claim, and employ counsel chosen by the indemnifying party and reasonably acceptable satisfactory to the Indemnified Party, and the Indemnifying Party shall pay all expenses related thereto, including, without limitation, all fees and expenses of counsel. After receipt of such notice, the Indemnifying Party shall notify the Indemnified Party within twenty (20) days (or such shorter period if necessary so as not to prejudice the defense thereof) in writing whether it gives written will assume the defense thereof. (c) Upon receipt of notice by the Indemnified Party from the Indemnifying Party of its intention election to do so assume the defense of such an action and approval of the Indemnified Party of counsel to the Indemnifying Party, which approval shall not be unreasonably withheld or delayed, the Indemnifying Party shall not be liable to the Indemnified Party within thirty for any legal or other expense subsequently incurred by the Indemnified Party unless (30i) days the Indemnifying Party agrees in writing to pay such fees and expenses, (ii) the Indemnifying Party fails either to assume the defense of such action or to employ counsel reasonably satisfactory to the Indemnified Party, or (iii) the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or that there shall exist some other legal conflict between the interests of the receipt Indemnifying Party and the Indemnified Party. (d) If the Indemnifying Party shall not elect to assume the defense of any Third-Party Claim, or if any of the applicable Claim Noticeevents specified in clauses (i) through (iii) in the preceding subsection (c) occurs, the Indemnified Party shall have the right to maintain the defense of and to settle such Third-Party Claim, with counsel reasonably satisfactory to the Indemnifying Party; provided, however, that the Indemnified Parties may at all times participate in Indemnifying Party shall retain the right to assume the defense of such Third-Party Claim pursuant to paragraph (c) above, provided that such assumption does not prejudice the defense at their own expense. Without limiting the foregoing, in of such Third-Party Claim. (e) In the event that an offer to settle a Third-Party Claim is received, each of the indemnifying Indemnified Party and the Indemnifying Party shall notify the other thereof, in writing, and shall consult with one another in considering such offer. Such offer shall be accepted if the Indemnifying Party so directs in writing unless either (A) the Indemnified Party shall agree in writing that any liability arising out of such Third-Party Claim shall not be a Loss covered hereunder, in which case the Indemnified Party shall have full right to maintain the defense thereof, or (B) the failure to accept such settlement offer is based on the Indemnified Party's reasonable objection to a sanction, restriction, fine, or other penalty that would be imposed on it or its affiliates under the settlement. (f) Notwithstanding anything herein, and whichever party exercises shall have the right to undertake any such maintain the defense against of a Third-Party Claim, each of the Indemnifying Party and the Indemnified Party shall cooperate consult with the indemnifying party other with respect thereto, provide each other with such assistance as the other may reasonably require in order to promptly and adequately defend such action, and have the right to participate at its own expense in the defense and make available thereof, with counsel reasonably satisfactory to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentother.

Claims. (a) At the time when any Indemnified Party either the REIT or the Operating Partnership learns of any potential claim for Indemnified Losses under this Agreement (a “Claim”) against an indemnifying party), it will promptly give written notice (a “Claim Notice”) to the indemnifying partyPrincipal; provided that the failure to so notify the indemnifying party Principal shall not prevent recovery under this Agreement, except to the extent that the indemnifying party Principal shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefromClaim. The Indemnified Party shall deliver to the indemnifying partyPrincipal, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Third Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party Principal shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI III as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party Principal shall be entitled, at its his own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Third Party Claims”), through counsel chosen by the indemnifying party Principal and reasonably acceptable to the Indemnified PartyParties, if it the Principal gives written notice of its his intention to do so to the Indemnified Party REIT within thirty twenty (3020) days of following the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party Principal exercises the right to undertake any such defense against a Third-Third Party Claim, the Indemnified Party shall cooperate with the indemnifying party Principal in such defense and make available to the indemnifying partyPrincipal, at the indemnifying partyPrincipal’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying partyPrincipal. No compromise or settlement of such Third-Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying partyPrincipal, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Third Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Third Party Claim without the need to obtain Two Harbors’ the Principal’s consent.

Claims. In addition to any limitations set forth above, any party seeking indemnification (athe "Indemnified Party") At the time when any Indemnified Party learns of any potential claim under this Agreement (a “Claim”) against an indemnifying party, it will promptly give written notice (a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery from whom indemnification is requested (the "Indemnifying Party") as soon as practicable after they have concluded that they have a claim for indemnification against the Indemnifying Party under this Agreement, except to which notice shall include a description of the extent that the indemnifying party shall have been materially prejudiced by nature and basis of such failureclaim. Each Claim Notice shall describe in reasonable detail the facts known to the Upon receipt of a notice from Indemnified Party giving rise of such claim, Indemnifying Party may assume the defense thereof with counsel reasonably satisfactory to such Claim and the amount or good faith estimate of the amount of Losses arising therefromIndemnified Party. The Indemnified Party shall deliver have the right to employ separate counsel in any such action or claim and to participate in the indemnifying party, promptly after the Indemnified Party’s receipt defense thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced fees and expenses of counsel employed by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that be at the Indemnified expense of Indemnifying Party may be liable foronly if either (i) Indemnifying Party shall have failed, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 belowwithin 20 days after having been notified of the existence of the claim, to assume and control the defense thereof or (ii) the employment of any Claim based on claims asserted such counsel has been specifically authorized by third parties (“Third-Indemnifying Party. So long as Indemnifying Party Claims”)is reasonably contesting such claim in good faith, through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession not pay or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of settle any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if Indemnified Party shall have the compromise or settlement of such Third-Party Claim could reasonably be expected right to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise pay or settle any such claim, provided that in such event it shall waive any right to indemnification therefor by Indemnifying Party. If Indemnifying Party does not notify Indemnified Party within 20 days after receipt of Indemnified Party's notice of a claim of indemnification hereunder that Indemnifying Party elects to undertake the Third-defense thereof, Indemnified Party Claim without shall have the need right to obtain Two Harbors’ consent.contest, settle or compromise the claim at the expense of Indemnifying Party, subject to the consent of Indemnifying Party which consent shall not be unreasonably, withheld, conditioned or delayed. 9.5

Claims. (a) At Any Indemnified Person shall promptly deliver to Seller in the time when any case of claims brought by a Purchaser Indemnified Party learns Person and to Purchaser in the case of any potential claim under this Agreement claims brought by a Seller Indemnified Person, (a such notified party, the “ClaimResponsible Party”) against an indemnifying party, it will promptly give written notice (a “Claim Notice”) of any matter which such Indemnified Person has determined has given or could give rise to a right of indemnification under Section 7.2 or Section 7.3 (a “Claim”), within twenty (20) days of such determination, stating the nature of the claim, to the indemnifying partyextent then known by the Indemnified Person, a good-faith estimate of the Loss and method of computation thereof, to the extent then reasonably estimable, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to so timely notify the indemnifying party shall not prevent recovery under this Agreementrelieve the Responsible Party of its obligations hereunder, except to the extent that the indemnifying party shall have been Responsible Party is materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail With respect to any recovery or indemnification sought by an Indemnified Person from the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Responsible Party, if it gives written notice of its intention to do so to the Responsible Party does not notify the Indemnified Party Person within thirty (30) days of the from its receipt of the applicable Claim Notice; provided, however, Notice that the Indemnified Parties may at all times participate in Responsible Party disputes such defense at their own expense. Without limiting claim (the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim“Dispute Notice”), the Indemnified Responsible Party shall cooperate be deemed to have accepted and agreed with such claim. If the indemnifying party Responsible Party has disputed a claim for indemnification under Section 7.2 or Section 7.3, the Responsible Party and the Indemnified Person shall proceed in good faith to negotiate a resolution to such defense dispute. If the Responsible Party and make available the Indemnified Person cannot resolve such dispute in thirty (30) days after delivery of the Dispute Notice, such dispute shall be resolved pursuant to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning terms of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consent8.5.

Claims. (a) At the time when In case any Indemnified Party learns of any potential claim under this Agreement (Claim is brought by a “Claim”) against an indemnifying party, it will promptly give written notice (a “Claim Notice”) third party for which indemnification is or may be made pursuant to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except the indemnified Party will provide prompt written notice thereof to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified other Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may failure of the indemnified Party to comply with the foregoing notification provision will not relieve the indemnifying Party of its indemnification obligations hereunder, except to the extent the indemnifying Party is actually prejudiced thereby. Where obligated to indemnify such Claim, the indemnifying Party will, upon the demand and at all times participate the option of the indemnified Party, assume the defense thereof (at the expense of the indemnifying Party) within thirty (30) days or at least ten (10) days prior to the time a response is due in such case, whichever occurs first. The Parties will cooperate reasonably with each other in the defense at their own expenseof any Claim, including making available (under seal if desired and if allowed) all records reasonably necessary to the defense of such Claim, and the indemnified Party will have the right to join and participate actively in the indemnifying Party’s defense of the Claim. Each Party will be entitled to prior notice of any settlement of any Claim to be entered into by the other Party, and any such settlement will be subject to the reasonable approval to the extent such Party’s rights would be directly and materially impaired. Without limiting the foregoing, in the event that of any Claim or threatened Claim of infringement involving a portion of any portion of the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense Software or Services provided by Synacor: (i) upon Client’s request and make available to the indemnifying party, at the indemnifying partySynacor’s expense, all witnessesSynacor will [*] procure the right or license [*] for Client to continue to use and otherwise exploit in accordance with the terms hereof such portion of the Software or Services at no additional cost or expense to Client other than the fees set forth herein; or (ii) at Synacor’s sole discretion, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto but upon as much prior written notice to Client as is reasonably required by practicable, Synacor may modify or alter (to the indemnifying party. No compromise extent that Synacor has rights to so modify or settlement alter), or delete any such portion of the Software or Services, as the case may be, so as to make such portion non-infringing while maintaining substantially comparable functionalities and capabilities of such Thirdparts of the Software or Services that are material to Client’s then-Party Claim may be effected by either the Indemnified Party, on the one hand, current or the indemnifying party, on the other hand, without the other partydemonstrably anticipated use hereunder. The Parties agree that Synacor’s consent (which shall not be unreasonably withheld or delayed) unless commercially reasonable efforts to satisfy (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party above will include procurement of such licenses or making such modifications at costs up to and including the lesser of [*]. If options (i) and (ii) are not achievable as to any such portion: (1) Client may terminate the rights and licenses granted hereunder, in its sole discretion, as to such claim infringing portion, or this Agreement without liability if loss of such portion materially and adversely affects the Services or functionality Client expects hereunder; or (2) to the extent Synacor used commercially reasonable efforts to obtain a license or modify the Software or Services as set forth in subsections (i) or (ii) and where Synacor is released reasonably exposed to material liability from all liability Client’s continued use of such portion of the technology or services, Synacor may, in its discretion, terminate the rights and licenses granted hereunder with respect to such claimportion. If, pursuant to the immediately foregoing sentence, Client or Synacor terminate the rights and (iii) there is no equitable order, judgment licenses granted hereunder as to any portion of any Software or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party Services provided by Synacor and Client does not elect to such claim or any of its Affiliates. Notwithstanding the foregoingterminate this Agreement, if applicable, the compromise or settlement Parties will thereafter negotiate in good faith for a period of such Third-Party Claim could reasonably be expected not less than 30 days with respect to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentreduced fees under this Agreement.

Claims. (a) At the time when any Indemnified Party learns As promptly as is reasonably practicable after becoming aware of any potential a claim for indemnification under this Agreement (not involving a “Third Party Claim”) against an indemnifying party, it will promptly the Indemnified Person shall give written notice of such claim to the Indemnifying Person (a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the failure of the Indemnified Parties may at all times participate in Person to promptly give such defense at their own expense. Without limiting notice shall not relieve the foregoing, in Indemnifying Person of its obligations under this Agreement except to the event extent (if any) that the indemnifying party exercises the right to undertake any such defense against a Third-Party ClaimIndemnifying Person is materially prejudiced thereby. The Claim Notice shall specify in reasonable detail, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying partyextent then known, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there the basis for such claim or anticipated Liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other partyrelated, (ii) each individual item of Loss included in the amount so stated and the computation, if possible, of the amount to which such Indemnified Party that is party Person claims to such claim is released from all liability with respect to such claimbe entitled hereunder, and (iii) there the date such item was paid (if paid) or is no equitable orderexpected to be paid; provided, judgment however, that any failure to give such notification on a timely basis or term that in to provide any manner affects, restrains or interferes with particular details therein shall not relieve the business Indemnifying Person of its obligation to indemnify any Indemnified Person hereunder except to the extent the Indemnifying Person is materially prejudiced thereby. (b) The Indemnifying Person shall respond to the Indemnified Party Person (a “Claim Response”) within twenty (20) days following the date that the Claim Notice is party delivered by the Indemnified Person (the “Response Period”). Any Claim Response must specify whether or not the Indemnifying Person disputes the claim(s) described in the Claim Notice or if the Indemnifying Person does not have sufficient information to make such determination and describe in reasonable detail the basis for each such dispute, and describe in reasonable detail the basis for each such dispute. If subsequent to delivering a Claim Notice, the Indemnified Person seeks any Losses related to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of in addition to those specified in such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the CodeNotice, then the REIT Indemnified Person shall send an additional Claim Notice for such additional amount in accordance with Section 9.5(a), which the Indemnifying Person may dispute in accordance with this Section 9.5(b). If the Indemnifying Person delivers a Claim Response within the Response Period indicating that the Indemnifying Person disputes one or more of the matters identified in the Claim Notice and describing the basis thereof or that the Indemnifying Person does not have sufficient information to make such decision determination, then Purchaser and Seller shall, within the thirty (30)-day period beginning on the date the Indemnifying Person delivers such Claim Response, promptly meet and attempt in good faith to compromise resolve the dispute and agree upon the rights of the respective parties with respect to each of such claims to which the Indemnifying Person shall have so objected. If the Indemnifying Person delivers a Claim Response within the Response Period indicating that the Indemnifying Person agrees that it has an indemnification obligation but objects that it is obligated to pay only an amount less than that set forth in the Claim Notice, the Indemnified Person shall nevertheless be entitled to recover from the Indemnifying Person, and the Indemnifying Person, shall promptly pay to the Indemnified Person, the lesser amount, without prejudice to the Indemnified Person’s claim for the difference. If Purchaser and Seller shall succeed in reaching agreement on the Indemnified Person’s and the Indemnifying Person’s respective rights with respect to any such claims, Purchaser and Seller shall promptly prepare and sign a memorandum setting forth such agreement. If Purchaser and Seller do not resolve a dispute regarding a claim (including with respect to any particular item or settle amount) within thirty (30) days after the Third-Party Claim without conclusion of the need Response Period, either the Indemnifying Person or the Indemnified Person may submit the dispute to obtain Two Harbors’ consenta court of competent jurisdiction for a final Order as set forth in Section 10.13 (which Order shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined), or by any other means which Purchaser and Seller shall agree in writing. Upon resolution of such dispute, whether by agreement or by a court of competent jurisdiction (such resolution, a “Final Determination”), if it is determined that any indemnification payment is required pursuant to this ARTICLE IX such amount shall be paid to the Indemnified Person.

Claims. (a) At When a party seeking indemnification under Section 11.3, 11.4 or 11.5(a) (the time when any "Indemnified Party learns Party") receives notice of any potential claims made by third parties ("Third Party Claims") or has any other claim under this Agreement (for indemnification other than a “Third Party Claim”) against an indemnifying party, it will promptly give written notice (which is to be the basis for a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreementclaim for indemnification hereunder, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that give prompt written notice thereof to the Indemnified Party may be liable for, other party or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and "Indemnifying Party") reasonably acceptable indicating (to the Indemnified Party, if it gives written notice extent known) the nature of its intention to do so to such claims and the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Noticebasis thereof; provided, however, that failure of the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting Party to give the foregoing, in Indemnifying Party prompt notice as provided herein shall not relieve the event Indemnifying Party of any of its obligations hereunder unless and only to the extent that the indemnifying party exercises Indemnifying Party shall have been materially prejudiced thereby. The Indemnified Party shall have the right to undertake either (i) assume the defense of any Third Party Claim or (ii) request that the Indemnifying Party assume the defense of such defense against a Third-Third Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement in respect of such Third-any Third Party Claim Claims may be effected by either the Indemnifying Party without the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s 's prior written consent (which consent shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission ). Regardless of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of whether the Indemnified Party that is party to such claim or any assumes the defense of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-a Third Party Claim could reasonably be expected or requests the Indemnifying Party to adversely affect assume such defense, the status Indemnifying Party shall pay all costs and expenses thereof, including without limitation fees and expenses of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentlegal counsel.

Claims. (a) At The persons to whom indemnification is provided hereunder are referred to herein as the time when any "Indemnified Parties" and the persons providing indemnification are referred to as the "Indemnifying Parties." (b) If an Indemnified Party learns intends to seek indemnification pursuant to this Article VII, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claim. The Indemnified Party will provide the Indemnifying Party with prompt written notice of any potential third party claim under this Agreement (a “Claim”) against an indemnifying party, it will promptly give written notice (a “Claim Notice”) to the indemnifying party; provided that the in respect of which indemnification is sought. The failure to so notify the indemnifying party shall provide either such notice will not prevent recovery under this Agreement, affect any rights hereunder except to the extent that the indemnifying party shall have been Indemnifying Party is materially prejudiced by thereby. Any such failure. Each Claim Notice notice shall describe set forth in reasonable detail the facts known to the Indemnified Party giving rise to such Claim facts, circumstances and the amount or good faith estimate basis of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after claim. (c) If such claim involves a claim by a third party against the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Indemnifying Party may at assume, through counsel of its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, own choosing (so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of ) and at its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting , the foregoingdefense thereof, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, and the Indemnified Party shall cooperate with it in connection therewith (including by furnishing such information as the indemnifying party Indemnifying Party may reasonably request), provided, that the Indemnified Party may participate in such defense and make available to the indemnifying partythrough counsel chosen by it, at its own expense. So long as the indemnifying party’s expenseIndemnifying Party is contesting any such claim in good faith, all witnessesthe Indemnified Party shall not pay or settle, pertinent recordsor admit any liability with respect to, materials and information in any such claim without the Indemnifying Party's consent. The Indemnifying Party will not without the Indemnified Party’s possession 's prior written consent settle or under such Indemnified Party’s control relating thereto compromise any claim or consent to entry of any judgment which does not include as is reasonably required an unconditional term thereof the giving by the indemnifying party. No compromise claimant or settlement the plaintiff to the Indemnified Party of a release from all liability in respect of such Third-claim. The Indemnifying Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other handshall not, without the other party’s prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld), take any measure or delayed) unless (i) there step in connection with any settlement or compromise that imposes an unreasonable material burden or encumbrance upon the operation or conduct of the Business. If the Indemnifying Party is no finding or admission of any violation of Law and no effect on any other claims that may be made against not contesting such other partyclaim in good faith, (ii) each then the Indemnified Party that is party may, upon at least 10 days' notice to the Indemnifying Party (unless the Indemnifying Party shall assume such claim is released from all liability with respect to settlement or defense within such claim10 day period), conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and (iii) there is no equitable order, judgment or term that the Indemnifying Party shall cooperate with it in any manner affects, restrains or interferes with the business connection therewith. The failure of the Indemnified Party that is party to participate in, conduct or control such claim or defense shall not relieve the Indemnifying Party of any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentobligation it may have hereunder.

Claims. Each person to be indemnified pursuant to this Section 11 (aan "Indemnitee") At shall, within five days after the time when any Indemnified Party learns discovery by the Indemnitee of any potential matters giving arise to a claim under this Agreement (a “Claim”) against an indemnifying partyfor indemnification pursuant to Section 11.2 or 11.3, it will promptly give written notice (a “Claim Notice”) to the person or persons responsible for indemnifying party; such Indemnitee (an "Indemnifying Party") setting forth any claim with respect to which the Indemnitee seeks indemnification, provided that the failure of any Indemnitee to so notify the indemnifying party give notice as provided herein shall not prevent recovery relieve the Indemnifying Party of its obligations under this Agreement, Article XI except to the extent that the indemnifying party shall have been materially Indemnifying Party is actually prejudiced by such failurefailure to give notice. Each Claim Notice In case any such action, proceeding or claim is brought against any Indemnitee, the Indemnifying Party shall describe be entitled to participate in and, unless in the reasonable detail good faith judgment of the facts known Indemnitee a conflict of interest between such Indemnitee and the Indemnifying Party may exist in respect of such action, proceeding or claim, assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Indemnitee. After notice from the Indemnifying Party giving rise to the Indemnitee of their election so to assume such defense, the Indemnifying Party shall not be liable to such Claim Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such defense other than reasonable costs of investigation. In any event, unless and until the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Indemnifying Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall elects in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, writing to assume and control does so assume the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”)such claim, through counsel chosen by proceeding or action, the indemnifying party Indemnitee's costs and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days expenses arising out of the receipt defense, settlement or compromise of any such action, claim or proceeding shall be considered losses subject to indemnification hereunder. If the applicable Claim Notice; Indemnifying Party elects to defend any such action or claim, then the Indemnitee shall be entitled to participate in such defense with counsel of their choice at their sole cost and expense. The Indemnifying Party shall not be liable for any settlement of any action, claim or proceeding effected without its written consent, provided, however, that the Indemnified Parties may at all times participate Indemnifying Party shall not unreasonably withhold, delay or condition its consent. Anything in such defense at their own expense. Without limiting this Section 11.4 to the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claimcontrary notwithstanding, the Indemnified Indemnifying Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other handnot, without the other party’s Indemnitee's prior written consent (which consent shall not be unreasonably withheld withheld), settle or delayed) unless (i) there is no finding compromise any claim or admission consent to entry of any violation of Law and no effect judgment in respect thereof which imposes any future obligation on any other claims that may be made against such other partythe Indemnitee or which does not include, (ii) each Indemnified Party that is party as an unconditional term thereof, the giving by the claimant or the plaintiff to such claim is released the Indemnitee, a release from all liability with in respect to of such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consent.

Claims. (a) At the time when any Indemnified Party the Acquirer learns of any potential claim for Indemnified Losses under this Agreement (a “Claim”) against an indemnifying party), it will promptly give written notice (a “Claim Notice”) to the indemnifying partyPrincipal; provided that the failure to so notify the indemnifying party Principal shall not prevent recovery under this Agreement, except to the extent that the indemnifying party Principal shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefromClaim. The Indemnified Party shall deliver to the indemnifying partyPrincipal, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Third Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party Principal shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI III as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party Principal shall be entitled, at its his own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Third Party Claims”), through counsel chosen by the indemnifying party Principal and reasonably acceptable to the Indemnified PartyParties, if it the Principal gives written notice of its his intention to do so to the Indemnified Party Acquirer within thirty twenty (3020) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party Principal exercises the right to undertake any such defense against a Third-Third Party Claim, the Indemnified Party shall cooperate with the indemnifying party Principal in such defense and make available to the indemnifying partyPrincipal, at the indemnifying partyPrincipal’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying partyPrincipal. No compromise or settlement of such Third-Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying partyPrincipal, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Third Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Third Party Claim without the need to obtain Two Harbors’ the Principal’s consent.

Claims. (a) At the time when any Any Buyer Indemnified Party learns or Seller Indemnified Party making a claim for indemnification under this Article VIII (an “Indemnitee”) shall notify the indemnifying party (an “Indemnitor”) of the claim in writing after receiving written notice of any potential Proceeding or other claim under this Agreement against it (if by a “Claim”) against an indemnifying third party), it will promptly give written notice describing in reasonable detail the claim, the amount thereof (a “Claim Notice”) to if known and quantifiable), and the indemnifying partybasis thereof; provided provided, that the failure to so notify the indemnifying party an Indemnitor shall not prevent recovery under this Agreementrelieve an Indemnitor of its obligations hereunder, except to the extent that the indemnifying party an Indemnitor’s forfeit rights or defenses are actually prejudiced thereby. The Indemnitor shall have been materially prejudiced by 30 calendar days from the date upon which the Indemnitor received the claim notice within which to notify the Indemnitee that the Indemnitor desires to assume the defense or prosecution of and any litigation resulting from such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party Proceeding or other claim giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified PartyIndemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance for indemnification with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified PartyIndemnitee and at the Indemnitor’s expense; provided, that (i) the Indemnitee shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose; provided further that the fees and expenses of such separate counsel shall be borne entirely by the Indemnitee; (ii) the Indemnitor shall not be entitled to assume control of such defense if (A) the claim for indemnification relates to or arises in connection with any criminal proceeding, (B) the claim primarily seeks an injunction or other equitable relief against an Indemnitee or (C) an adverse determination with respect to such Proceeding or other claim would be materially detrimental to or materially injure the reputation or future business prospects of an Indemnitee; and (iii) if the Indemnitor shall control the defense or prosecution of any such Proceeding or other claim, such Indemnitor shall obtain the prior written consent of the Indemnitee (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of a claim; provided, however, an Indemnitor may settle or consent to the entry of judgment in respect of such claim without the consent of the Indemnitee, if it gives written notice such settlement or judgment is solely for money damages, includes an unconditional release of its intention to do so to the Indemnified Party Indemnitee from any further liability in respect of such Proceeding or other claim and does not contain any admission of wrongdoing on the part of the Indemnitee. If the Indemnitor does not assume the defense of such Proceeding or other claim within thirty (30) 30 days of the receipt of the applicable Claim NoticeIndemnitee’s notice thereof, the Indemnitee will be entitled to assume such defense, at its sole cost and expense (or, if the Indemnitee incurs Damages with respect to the matter in question for which the Indemnitee is entitled to indemnification pursuant to this Article VIII, at the expense of the Indemnitor), upon delivery of notice to such effect to the Indemnitor; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises Indemnitor shall have the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information participate in the Indemnified Party’s possession defense of the Proceeding or other claim at its sole cost and expense. (b) Any amounts owing under such Indemnified Party’s control relating thereto as is reasonably required this Article VIII shall be made (without interest) by wire transfer of immediately available funds within three Business Days after the indemnifying party. No compromise or settlement earlier of such Third-Party Claim may be effected by either (i) the Indemnified Partyagreement of the Buyer Parties, on the one hand, or and Seller and the indemnifying party▇▇▇▇▇▇▇▇▇ Entities, on the other hand, without the other party’s consent (which shall not be unreasonably withheld that such amounts are due and owing by such Party as an Indemnitor in respect thereof or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified the final, binding determination that such amounts are due and owing by such Party that is party to such claim is released from all liability with as an Indemnitor in respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business thereof by a court of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentcompetent jurisdiction.

Claims. (a) At In the time when any Indemnified Party learns case of any potential claim under this Agreement third party Action as to which indemnification is sought, the Indemnitor shall, if necessary, retain counsel reasonably satisfactory to the Indemnitee and shall have the option (a “Claim”) against an indemnifying party, it will promptly give written notice (a “Claim Notice”i) to the indemnifying party; conduct any proceedings or negotiations in connection therewith, (ii) to take all other steps to settle or defend any such Action (provided that the failure to so notify the indemnifying party Indemnitor shall not prevent recovery under this Agreement, except to settle any such Action without the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate consent of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying partyIndemnitee, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so which consent shall not prevent recovery under this Agreementbe unreasonably withheld) and (iii) to employ counsel to contest any such Action or liability in the name of the Indemnitee or otherwise. In any event, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party Indemnitee shall be entitled, entitled to participate at its own expenseexpense and by its own counsel in any proceedings relating to any third party Action. The Indemnitor shall, to elect in accordance with Section 6.04 belowwithin ten (10) Business Days of receipt of the Claim Notice, notify the Indemnitee of its intention to assume and control the defense of such Action. If (i) the Indemnitor shall decline to assume the defense of any Claim based on claims asserted by third parties such Action, (“Third-Party Claims”), through counsel chosen by ii) the indemnifying party and reasonably acceptable Indemnitor shall fail to notify the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party Indemnitee within thirty ten (3010) days of the Business Days after receipt of the applicable Claim Notice; providedNotice of the Indemnitor's election to defend such Action, however(iii) the Indemnitee shall have reasonably concluded that there may be defenses available to it that are different from or in addition to those available to the Indemnitor (in which case the Indemnitor shall not have the right to direct the defense of such action on behalf of the Indemnitee), or (iv) a conflict exists between the Indemnitor and the Indemnitee that the Indemnified Parties may Indemnitee has reasonably concluded would prejudice the Indemnitor's defense of such Action, then in each such case the Indemnitor shall not have the right to direct the defense of such action on behalf of the Indemnitee and the Indemnitee shall, at all times participate in the sole expense of the Indemnitor, defend against such defense at their own expense. Without limiting the foregoing, Action and (x) in the event that of a circumstance described in clause (i) or (ii), the indemnifying party exercises Indemnitee may settle such Action without the right to undertake consent of the Indemnitor (and the Indemnitor may not challenge the reasonableness of any such defense against settlement) and (y) in the event of a Third-Party Claimcircumstance described in clause (iii) or (iv), the Indemnified Party shall cooperate with the indemnifying party in Indemnitee may not settle such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, Action without the other party’s consent of the Indemnitor (which consent shall not be unreasonably withheld or delayed) unless (i) there ). The reasonable expenses of all proceedings, contests or lawsuits in respect of such Actions shall be borne and paid by the Indemnitor if the Indemnitee is no finding or admission entitled to indemnification hereunder, and the Indemnitor shall pay the Indemnitee, in immediately available funds, the amount of any violation Damages, within a reasonable time of Law and no effect on any the incurrence of such Damages. Regardless of which party shall assume the defense or negotiation of the settlement of the Action, the parties shall cooperate fully with one another in connection therewith. (b) In the event that the Indemnitee incurs Damages other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability than with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is a third party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the CodeAction, then the REIT shall make Indemnitor shall, within ten (10) Business Days after receipt of the Claim Notice from the Indemnitee, pay to the Indemnitee, in immediately available funds, the amount of such decision Damages. (c) In the case of any third party Action as to compromise or settle which indemnification is sought, the Third-Party Claim without Indemnitor shall, as promptly as reasonably possible, notify the need Indemnitor of the existence of such Action and allow Indemnitor to obtain Two Harbors’ consentparticipate in the defense of any such Action.

Claims. (a) At the time when any Indemnified Party learns of any potential The Beneficiary may make a claim under this Agreement Policy for the amount of any Defaulted Amount by executing and delivering, or causing to be executed and delivered, to the Insurer a Notice of Claim, with appropriate insertions. Such Notice of Claim, when so completed and delivered, shall constitute proof of a claim hereunder when Received by the Insurer. In the event that any amount shall be received by the Beneficiary in respect of a Defaulted Amount forming the basis of a claim specified in a Notice of Claim submitted hereunder, which amount had not been received when the Notice of Claim was prepared but which is received by the Beneficiary prior to the receipt of payment from the Insurer as contemplated by this Policy (any such amount, a “Claim”) against "RECOVERY"), the Beneficiary immediately shall so notify the Insurer (which notice shall include the amount of any such Recovery). The fact that a Recovery has been received by the Beneficiary shall be deemed to be incorporated in the applicable Notice of Claim as of the date such Notice of Claim originally was prepared, without necessity of any action on the part of any Person, and the Insurer shall pay the amount of the claim specified in the Notice of Claim as herein provided, net of the Recovery. The Insurer will pay each Defaulted Amount (other than a Defaulted Amount which consists of an indemnifying party, it will promptly give written notice (a “Claim Notice”Avoided Payment) to the indemnifying party; provided that Beneficiary on the failure to so notify the indemnifying party shall not prevent recovery under this Agreementlater of (i) noon, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified PartyNew York City time, on the one handdate such Defaulted Amount becomes Due for Payment or (ii) noon, or the indemnifying partyNew York City time, on the other hand, without second Business Day following the other party’s consent (day on which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission the Insurer Receives a Notice of any violation Claim as specified in the preceding paragraph. The Insurer will pay each Defaulted Amount which consists of Law and no effect on any other claims that an Avoided Payment as provided in Section 3. No claim may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with hereunder except by the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentBeneficiary.

Claims. (a) At Any party seeking indemnification (the time when any “Indemnified Party learns Party”) shall promptly notify the other party hereto obligated to provide indemnification hereunder (the “Indemnifying Party”) of any potential claim under this Agreement action, suit, proceeding, demand or breach (a “Claim”) with respect to which the Indemnified Party claims indemnification, provided that failure of the Indemnified Party to give such notice shall not relieve any Indemnifying Party of its obligations under this Article 11 except to the extent, if at all, that such Indemnifying Party shall have been prejudiced thereby. If such Claim relates to any action, suit, proceeding or demand instituted against an indemnifying party, it will promptly give written notice the Indemnified Party by a third party (a “Claim NoticeThird Party Claim”) ), upon receipt of such notice from the Indemnified Party, the Indemnifying Party shall be entitled to participate in the indemnifying party; provided that defense of such Third Party Claim. The Indemnifying Party may assume the failure to so notify defense of such Third Party Claim, and in the indemnifying party shall not prevent recovery under this Agreement, except to case of such an assumption the extent that the indemnifying party Indemnifying Party shall have been materially prejudiced by the authority to negotiate, compromise and settle such failure. Each Third Party Claim Notice shall describe provided that: (i) the Indemnifying Party confirms in reasonable detail the facts known writing that it is obligated to indemnify the Indemnified Party giving rise with respect to such Claim and Third Party Claim; (ii) the amount Indemnified Party does not give the Indemnifying Party written notice that it has determined, in the exercise of its reasonable discretion, that matters of corporate or good faith estimate management policy or a conflict of interest make separate representation by the Indemnified Party's own counsel advisable; and (iii) the Indemnifying Party establishes to the reasonable satisfaction of the amount of Losses arising therefromIndemnified Party that the Indemnifying Party has (and will continue to have) adequate financial resources to satisfy and discharge such action or claim. The Indemnified Party shall deliver retain the right to employ its own counsel and to participate in the indemnifying partydefense of any Third Party Claim, promptly after the Indemnified Party’s receipt thereof, copies defense of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim which has been threatened assumed by a third partythe Indemnifying Party pursuant hereto, regardless of whether an actual Loss has been suffered, so long as but the Indemnified Party shall bear and shall be solely responsible for its own costs and expenses in good faith determine that connection with such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereofparticipation. (b) The indemnifying party Notwithstanding the foregoing provisions of this Section 11.5, (i) no Indemnifying Party shall be entitled, at its own expense, entitled to elect in accordance with Section 6.04 below, to assume and control the defense of settle any Third Party Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to without the Indemnified Party, if it gives 's prior written notice consent unless as part of its intention to do so to such settlement the Indemnified Party within thirty is released in writing from all liability with respect to such Third Party Claim and (30ii) days no Indemnified Party shall be entitled to settle any Third Party Claim without the Indemnifying Party's prior written consent unless as part of such settlement the receipt of Indemnifying Party is released in writing from all liability with respect to such Third Party Claim, other than the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in related claim for indemnification under this Article 11. (c) In the event one party hereunder should have a claim for indemnification that the indemnifying party exercises the right to undertake any such defense against does not involve a Third-Party Claim, the Indemnified Party party seeking indemnification shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement promptly send notice of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without to the other party’s consent (which . If the latter disputes such Claim, such dispute shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business resolved by agreement of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentparties.

Claims. (a) At the time when In case any Indemnified Party learns of any potential claim under this Agreement (Claim is brought by a “Claim”) against an indemnifying party, it will promptly give written notice (a “Claim Notice”) third party for which indemnification is or may be made pursuant to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except the indemnified Party shall provide prompt written notice thereof to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified other Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may failure of the indemnified Party to comply with the foregoing notification provision shall not relieve the indemnifying Party of its indemnification obligations hereunder, except to the extent the indemnifying Party is actually and materially prejudiced thereby. Where obligated to indemnify such Claim, the indemnifying Party shall, upon the demand and at all times participate the option of the indemnified Party, assume the defense thereof (at the expense of the indemnifying Party) within [*] to the time a response is due in such case, claim or proceeding, whichever occurs first. The Parties shall cooperate reasonably with each other in the defense at their own expenseof any Claim, including making available (under seal if desired, and if allowed) all records reasonably necessary to the defense of such Claim, and the indemnified Party shall have the right to join and participate actively in the indemnifying Party’s defense of the Claim. Each Party shall be entitled to prior notice of any settlement of any Claim to be entered into by the other Party and to reasonable approval of a settlement to the extent such Party’s rights would be directly and materially impaired. Without limiting the foregoing, in the event that of any Claim or threatened Claim of infringement involving a portion of any portion of the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense Software and/or Services provided by Synacor: (i) upon Client’s request and make available to the indemnifying party, at the indemnifying partySynacor’s expense, all witnessesSynacor will use its best efforts to procure the right or license, pertinent recordson commercially reasonable license terms, materials for Client to continue to use and information otherwise exploit in accordance with the Indemnified Partyterms hereof such portion of the Software and/or Services at no additional cost or expense to Client other than the fees set forth herein; or (ii) at Synacor’s possession or under such Indemnified Party’s control relating thereto sole discretion, but upon as much prior written notice to Client as is reasonably required by practicable, Synacor may modify or alter (to the indemnifying party. No compromise extent that Synacor has rights to so modify or settlement alter), or delete any such portion of the Software and/or Services, as the case may be, so as to make such portion non- infringing while maintaining substantially comparable functionalities and capabilities of such Thirdparts of the Software and/or Services that are material to Client’s then-Party Claim may be effected by either the Indemnified Party, on the one hand, current or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless demonstrably anticipated use hereunder. If options (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party are not achievable as to any such infringing portion of the Software and/or Services: (1) Client may terminate the rights and licenses granted hereunder, in its sole discretion, as to such claim infringing portion; provided that, if the termination of such infringing portion materially impairs the core functionality and/or capabilities of the Software, then such infringement shall be deemed a material breach under this Agreement, and Client may thereafter pursue all of its rights and remedies available under this Agreement and at law or in equity in addition to terminating as to such infringing portion pursuant to this clause (1), or (2) to the extent Synacor used commercially reasonable efforts to obtain a license or modify the Software and/or Services as set forth in subsections (i) or (ii), and Synacor is released reasonably exposed to liability from all liability Client’s continued use of such portion of the of the Software and/or Services, Synacor may, in its discretion, terminate the rights and licenses granted hereunder with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentportion; [*].

Claims. (a) At the time when any Any party seeking indemnification under Section 9.2 (an “Indemnified Party learns of any potential claim under this Agreement (a “ClaimParty”) against an indemnifying shall promptly give the party from whom indemnification is being sought (such notified party, it will promptly give written the “Responsible Party”) notice (a “Claim Notice”) of any matter which such Indemnified Party has determined has given or could give rise to a right of indemnification under Section 9.2, within 30 days of such determination, stating in reasonable detail, the nature of the claim, to the indemnifying partyextent then known by the Indemnified Party, a good-faith reasonable estimate of the Loss and method of computation thereof, to the extent then reasonably estimable, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises (it being agreed that the failure to specify any provision of this Agreement in such Claim Notice shall not preclude the Indemnified Party from asserting that there has been a breach of, or inaccuracy in, or failure to perform such provision); provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreementrelieve the Responsible Party of its obligations hereunder, except to the extent that the indemnifying party shall have been Responsible Party is materially prejudiced thereby. With respect to any recovery or indemnification sought by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the an Indemnified Party giving rise to such Claim and from the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Responsible Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to that does not involve a Third-Party Claim (as defined below), if the Responsible Party does not notify the Indemnified Party within 30 days from its receipt of the Claim Notice that the Responsible Party disputes such claim (the “Dispute Notice”), the Responsible Party shall be deemed to have accepted and agreed with such claim. If the Responsible Party has disputed a claim for indemnification under -51- Section 9.2 (including any Third-Party Claim), the Responsible Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Responsible Party and the Indemnified Party cannot resolve such dispute in 30 days after delivery of the Dispute Notice, such dispute shall be resolved pursuant to the terms of Section 10.15. (b) If a Proceeding (other than a Tax Proceeding) by a third party (a “Third Party Claim”) is made against any Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under Section 9.2, such Indemnified Party shall promptly notify the Responsible Party of such claims; provided that the failure to do so notify shall not prevent recovery under this Agreementrelieve the Responsible Party of its obligations hereunder, except to the extent that the indemnifying party Responsible Party is materially prejudiced thereby. Other than in connection with a Third Party Claim by a Governmental Authority, the Responsible Party shall have been materially prejudiced by 90 days after receipt of such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, notice to assume the conduct and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”)control, through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party at the expense of the Responsible Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; providedsettlement or defense thereof, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, and the Indemnified Party shall cooperate with it in connection therewith; provided that the indemnifying party Responsible Party shall permit the Indemnified Party to participate in such settlement or defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under through counsel chosen by such Indemnified Party’s control relating thereto , provided that, the fees and expenses of such counsel shall be borne by such Indemnified Party. So long as the Responsible Party is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of contesting any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claimin good faith, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to shall not pay or settle any such claim or any of its Affiliatesclaim. Notwithstanding the foregoing, if the compromise Indemnified Party shall have the right to pay or settlement of settle any such Third-claim; provided, further, that in such event it shall waive any right to indemnity therefor by the Responsible Party Claim could reasonably be expected or from the Escrow Account, as the case may be, for such claim unless the Responsible Party shall have consented to adversely affect such payment or settlement. If the status Responsible Party does not notify the Indemnified Party within 90 days after the receipt of the REIT as Indemnified Party’s notice of a real investment trust within claim of indemnity hereunder that it elects to undertake the meaning of Section 856 defense thereof, the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Responsible Party shall not, except with the consent of the CodeIndemnified Party, then enter into any settlement that (i) does not include as an unconditional term thereof the REIT shall make giving by the Person or Persons asserting such decision claim to compromise all Indemnified Parties of an unconditional release from all Liability with respect to such claim or settle consent to entry of any judgment, (ii) does not involve only the Third-payment of money damages, (iii) imposes an injunction or other equitable relief upon the Indemnified Party Claim without or (iv) includes any admission of wrongdoing or misconduct by the need to obtain Two Harbors’ consentIndemnified Party.

Claims. (a) At the time when any Indemnified Party learns As promptly as is reasonably practicable after becoming aware of any potential a claim for indemnification under this Agreement (not involving a “Third Party Claim”) against an indemnifying party, it will promptly the Indemnified Person shall give written notice of such claim to the Indemnifying Person (a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the failure of the Indemnified Parties Person to promptly give such notice shall not relieve the Indemnifying Person of its obligations under this Agreement except to the extent (if any) that the Indemnifying Person forfeits rights or defenses by reason of such failure. The Claim Notice shall set forth in reasonable detail the facts and circumstances giving rise to such claim for indemnification (to the extent known by the Indemnified Person), shall include copies of all relevant material written evidence (except to the extent that such information is subject to attorney-client privilege), and the amount of Losses suffered or incurred or that the Indemnified Person reasonably believes it will or may at all times participate in such defense at their own expense. Without limiting the foregoingsuffer or incur, in each case, along with supporting evidence. After receipt of a Claim Notice, the event Indemnifying Person may investigate the matter and circumstance giving rise to the items set forth in the Claim Notice and the Indemnified Person shall reasonably assist the Indemnifying Person with its investigation. (b) If the Indemnifying Person does not object in writing to such claim within twenty (20) Business Days after receiving such Claim Notice, it shall be conclusively established for purposes of this Agreement that such claim is within the indemnifying party exercises the right scope of and subject to undertake any such defense against a Third-Party Claimindemnification pursuant to this ARTICLE IX and, subject to Section 9.4, the Indemnified Party Person shall cooperate with be entitled to recover promptly from the indemnifying party in such defense Indemnifying Person, and make available the Indemnifying Person, shall promptly pay to the indemnifying partyIndemnified Person, at the indemnifying party’s expenseamount of such claim (but such recovery shall not limit the amount of any additional indemnification to which the Indemnified Person may be entitled pursuant to Section 9.2 or Section 9.3 in respect of such claim), all witnesses, pertinent records, materials and information no later objection by the Indemnifying Person shall be permitted. If within such twenty (20) Business Day period the Indemnifying Person agrees that it has an indemnification obligation but objects that it is obligated to pay only an amount less than that set forth in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either Notice, the Indemnified PartyPerson shall nevertheless be entitled to recover from the Indemnifying Person, on and the one handIndemnifying Person, or shall promptly pay to the indemnifying partyIndemnified Person, on the other handlesser amount, without prejudice to the other partyIndemnified Person’s consent claim for the difference. If within such twenty (which shall not be unreasonably withheld or delayed20) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect Business Day period the Indemnifying Person objects in writing to such claim, and then the amount of indemnification to which the Indemnified Person shall be entitled shall be determined by (iiix) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business written agreement of the Indemnified Party that is party Person and the Indemnifying Person, (y) a final Order of any court of competent jurisdiction, or (z) any other means to such claim or any which the Indemnified Person and the Indemnifying Person shall agree (each, a “Final Determination”). The Order of its Affiliates. Notwithstanding a court shall be deemed final when the foregoingtime for appeal, if the compromise any, shall have expired and no appeal shall have been taken or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT when all appeals taken shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consenthave been finally determined.

Claims. (a) At Each indemnified party shall, promptly after receipt of notice of a Claim or action against such indemnified party in respect of which indemnity may be sought hereunder, notify the time when applicable indemnifying party in writing of the Claim or action. If any Indemnified Party learns of any potential claim under this Agreement (a “Claim”) such Claim or action shall be brought against an indemnified party, and it shall have notified the indemnifying party thereof, unless based on the written advice of counsel to such indemnified party a conflict of interest between such indemnified party and indemnifying parties may exist in respect of such Claim, then the indemnifying party shall be entitled to participate therein, and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, it will promptly give written to assume the defense thereof. After notice (a “Claim Notice”) from the indemnifying party to the indemnifying party; provided that indemnified party of its election to assume the failure to so notify defense of such Claim or action in accordance with the preceding sentence, the indemnifying party shall not prevent recovery be liable to the indemnified party under this AgreementArticle X for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof. Any indemnifying party against whom indemnity may be sought under this Article X shall not be liable to indemnify an indemnified party if such indemnified party settles such Claim or action without the consent of the indemnifying party, except but such consent shall not unreasonably be withheld. The indemnifying party may not agree to the extent that any settlement of any such Claim or action, other than solely for monetary damages for which the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying partybe responsible hereunder, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party of which any remedy or relief shall be entitled, at its own expense, applied to elect in accordance with Section 6.04 below, to assume and control or against the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying indemnified party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other prior written consent of the indemnified party’s , which consent (which shall not unreasonably be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliateswithheld. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consent.This

Claims. (a) At the time when In case any Indemnified Party learns of any potential claim under this Agreement (Claim is brought by a “Claim”) against an indemnifying party, it will promptly give written notice (a “Claim Notice”) third party for which indemnification is or may be made pursuant to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except the indemnified Party shall provide prompt written notice thereof to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified other Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may failure of the indemnified Party to comply with the foregoing notification provision shall not relieve the indemnifying Party of its indemnification obligations hereunder, except to the extent the indemnifying Party is actually and materially prejudiced thereby. Where obligated to indemnify such Claim, the indemnifying Party shall, upon the demand and at all times participate the option of the indemnified Party, assume the defense thereof (at the expense of the indemnifying Party) within thirty (30) days or at least ten (10) days prior to the time a response is due in such case, whichever occurs first. The Parties shall cooperate reasonably with each other in the defense at their own expenseof any Claim, including making available (under seal if desired and if allowed) all records reasonably necessary to the defense of such Claim, and the indemnified Party shall have the right to join and participate actively in the indemnifying Party’s defense of the Claim. Each Party shall be entitled to prior notice of any settlement of any Claim to be entered into by the other Party, and any such settlement shall be subject to the reasonable approval to the extent such Party’s rights would be directly and materially impaired. Without limiting the foregoing, in the event that of any Claim or threatened Claim of infringement involving a portion of any portion of the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense Software and/or Services provided by Synacor: (i) upon Client’s request and make available to the indemnifying party, at the indemnifying partySynacor’s expense, all witnessesSynacor will use its best efforts to procure the right or license, pertinent recordson commercially reasonable license terms, materials for Client to continue to use and information otherwise exploit in accordance with the Indemnified Partyterms hereof such portion of the Software and/or Services at no additional cost or expense to Client other than the fees set forth herein; or (ii) at Synacor’s possession or under such Indemnified Party’s control relating thereto sole discretion, but upon as much prior written notice to Client as is reasonably required by practicable, Synacor may modify or alter (to the indemnifying party. No compromise extent that Synacor has rights to so modify or settlement alter), or delete any such portion of the Software and/or Services, as the case may be, so as to make such portion non-infringing while maintaining substantially comparable functionalities and capabilities of such Thirdparts of the Software and/or Services that are material to Client’s then-Party Claim may be effected by either the Indemnified Party, on the one hand, current or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless demonstrably anticipated use hereunder. If options (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party are not achievable as to any such portion: (1) Client may terminate the rights and licenses granted hereunder, in its sole discretion, as to such claim infringing portion, or this Agreement without liability if loss of such portion materially and adversely affects the Services or functionality Client expects hereunder; or (2) to the extent Synacor used commercially reasonable efforts to obtain a license or modify the Software and/or Services as set forth in subsections (i) or (ii), and Synacor is released reasonably exposed to liability from all liability Client’s continued use of such portion of the technology and/or services, Synacor may, in its discretion, terminate the rights and licenses granted hereunder with respect to such claimportion. If, pursuant to the immediately foregoing sentence, Client or Synacor terminate the rights and (iii) there is no equitable order, judgment or term that in licenses granted hereunder as to any manner affects, restrains or interferes with the business portion of the Indemnified Party that is party any software and/or Services provided by Synacor and Client does not elect to such claim or any of its Affiliates. Notwithstanding the foregoingterminate this Agreement, if applicable, the compromise or settlement Parties shall thereafter negotiate in good faith for a period of such Third-Party Claim could reasonably be expected not less than thirty (30) days with respect to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentreduced fees under this Agreement.

Claims. (a) At the time when any Indemnified Party learns As promptly as is reasonably practicable after becoming aware of any potential a claim for indemnification under this Agreement (not involving a “Third Party Claim”) against an indemnifying party, it will promptly the Indemnified Person shall give written notice of such claim to the Indemnifying Person (a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the failure of the Indemnified Parties Person to promptly give such notice shall not relieve the Indemnifying Person of its obligations under this Agreement except to the extent (if any) that the Indemnifying Person is materially prejudiced thereby. The Claim Notice shall set forth in reasonable detail the facts and circumstances giving rise to such claim for indemnification (to the extent known by the Indemnified Person) and the amount of Losses suffered or incurred and a reasonably detailed explanation of the calculation thereof or that the Indemnified Person reasonably believes it will or may at all times participate in such defense at their own expense. Without limiting the foregoingsuffer or incur, and copies of written evidence thereof, including in the event that the indemnifying party exercises the right to undertake any such defense against case of claims based on a Third-Third Party Claim, copies of all notices, pleadings, and other documents or instruments served on or received by the Indemnified Party shall cooperate with the indemnifying party Person, in such defense and make available each case, to the indemnifying party, at extent available and not otherwise subject to attorney-client privilege. (b) If the indemnifying party’s expense, all witnesses, pertinent records, materials and information Indemnifying Person does not object in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party writing to such claim within thirty (30) days after receiving such Claim Notice, it shall be conclusively established for purposes of this Agreement that such claim is released within the scope of and subject to indemnification pursuant to this ARTICLE X and, subject to Section 10.4, the Indemnified Person shall be entitled to recover promptly from all liability with the Indemnifying Person, and the Indemnifying Person shall promptly pay to the Indemnified Person, the amount of such indemnifiable claim (but such recovery shall not limit the amount of any additional indemnification to which the Indemnified Person may be entitled pursuant to Section 10.2 or Section 10.3 in respect of such claim), and no later objection by the Indemnifying Person shall be permitted. If within such thirty (30) day period the Indemnifying Person objects in writing to such claim, and then the amount of indemnification to which the Indemnified Person shall be entitled shall be determined by (iiix) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business written agreement of the Indemnified Party that is party to such claim Person and the Indemnifying Person, or (y) a final Order of any court of its Affiliatescompetent jurisdiction (each, a “Final Determination”). Notwithstanding The Order of a court shall be deemed final when the foregoingtime for appeal, if the compromise any, shall have expired and no appeal shall have been taken or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT when all appeals taken shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consenthave been finally determined.

Claims. (a) At Except as otherwise set forth in this Section 9.3, the period during which claims for Indemnifiable Damages may be made shall be the Survival Period applicable to such claim (the “Claims Period”). (b) From time when to time during the Claims Period, Acquirer may deliver to the Shareholders’ Agent one or more certificates signed by any Indemnified Party learns officer of any potential claim under this Agreement Acquirer (a “Claim”) against an indemnifying partyeach, it will promptly give written notice (a “Claim NoticeCertificate”): (i) to the indemnifying party; provided stating that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the an Indemnified Party giving rise to such Claim and the amount has incurred, paid, reserved or accrued, or in good faith estimate believes that it may incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority may be reasonably likely to raise such matter in audit of Acquirer or its subsidiaries); (ii) stating the amount of Losses arising therefrom. The Indemnified Party shall deliver such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum reasonable amount believed by Acquirer in good faith to the indemnifying partybe incurred, promptly after the Indemnified Party’s receipt thereofpaid, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreementreserved, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened accrued or demanded by a third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquirer) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related. (c) Such Claim Certificate (i) need only specify such information to the knowledge of such officer of Acquirer as of the date thereof, regardless (ii) shall not limit any of whether an actual Loss has been sufferedthe rights or remedies of any Indemnified Party with respect to the underlying facts and circumstances specifically set forth in such Claim Certificate and (iii) may be updated and amended from time to time by Acquirer by delivering any updated or amended Claim Certificate, so long as the Indemnified Party shall in good faith determine that delivery of the original Claim Certificate is made within the applicable Claims Period and such claim is not frivolous and that the Indemnified Party may be liable for, update or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable amendment relates to the Indemnified Partyunderlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or satisfied, if it gives written notice notwithstanding the expiration of its intention to do so to the Indemnified Party such Claims Period. No delay in providing such Claim Certificate within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party Claims Period shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the affect an Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Partyrights hereunder, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (iand then only to the extent that) there is no finding or admission of any violation of Law the Shareholders’ Agent and no effect on any other claims that may be made against the Indemnifying Parties are materially prejudiced by such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentdelay.

Claims. (a) At the time when any Any Indemnified Party learns wishing to claim indemnification under Section 6.12(a), upon learning of any potential claim under this Agreement (a “Claim”) against an indemnifying partysuch claim, it will action, suit, proceeding or investigation, shall as promptly give written notice (a “Claim Notice”) to as possible notify the indemnifying party; provided that Company thereof, but the failure to so notify the indemnifying party shall not prevent recovery under this Agreementrelieve the Company of any liability it may have to such Indemnified Party if such failure does not materially prejudice the Company. In the event of any such claim, except to action, suit, proceeding or investigation (whether arising before or after the extent that Effective Time), (i) the indemnifying party Company shall have been materially prejudiced by such failure. Each Claim Notice the right to assume the defense thereof and the Company shall describe in reasonable detail the facts known to the Indemnified Party giving rise not be liable to such Claim and the amount Indemnified Parties for any legal expenses of other counsel or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received any other expenses subsequently incurred by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this AgreementParties in connection with the defense thereof, except that if the Company shall elect not to the extent that the indemnifying party shall have been materially prejudiced by assume such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third partydefense, regardless of whether an actual Loss has been suffered, so long as or counsel for the Indemnified Party shall Parties advises in good faith determine writing that such claim is not frivolous there are issues which raise conflicts of interest between the Company and that the Indemnified Party Parties, the Indemnified Parties may be liable forretain counsel satisfactory to them, or otherwise incurand the Company shall pay the reasonable fees and expenses of one such counsel for the Indemnified Parties in any jurisdiction promptly as statements thereof are received, a Loss as a result thereof. (bii) The indemnifying party the Indemnified Parties shall be entitled, at its own expense, to elect cooperate in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claimmatter, and (iii) there is no equitable orderthe Company shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld), judgment or term and provided, further, that in the Company shall not have any manner affects, restrains or interferes with the business of the obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement indemnification of such Third-Indemnified Party Claim could reasonably be expected to adversely affect in the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise manner contemplated by this Agreement is not permitted or settle the Third-Party Claim without the need to obtain Two Harbors’ consentis prohibited by applicable Law.

Claims. In the event that any party hereto (athe "Indemnified Party") At desires to make a claim against another party hereto (the "Indemnifying Party," which term shall include all indemnifying parties if more than one) in connection with any third-party litigation, arbitration, action, suit, proceeding, claim, or demand at any time when any instituted against or made upon it for which it may seek indemnification hereunder (as "Third-Party Claim"), the Indemnified Party learns shall promptly notify the Indemnifying Party of any potential claim such Third-Party Claim and of its claims of indemnification with respect thereto, provided, that failure to give such notice shall not relieve the Indemnifying Party of its indemnification obligations under this Agreement (a “Claim”) against an indemnifying party, it will promptly give written notice (a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, Section 12 except to the extent extent, if at all, that the indemnifying party Indemnifying Party shall have been materially actually prejudiced by thereby. Upon receipt of such failure. Each Claim Notice notice from the Indemnified Party, the Indemnifying Party shall describe be entitled to participate in reasonable detail the facts known defense of such Third-Party Claim, and if the following conditions are satisfied: (i) The Indemnifying Party confirms in writing that it is obligated hereunder to indemnify the Indemnified Party giving rise in full (subject to the limitations set forth in Section 12.6 hereof) in respect of such Third-Party Claim; and (ii) The Indemnified Party does not give the Indemnifying Party written notice that the Indemnified Party has determined, in its reasonable opinion, that a conflict of interest makes advisable the separate representation of the Indemnified Party by its own counsel; then the Indemnifying Party may assume the defense of such Third-Party Claim, and in the case of such an assumption, the Indemnifying Party shall have the authority to negotiate, compromise, and settle such Third-Party Claim provided, that the Indemnifying Party shall not agree to the settlement of such Third Party Claim unless either (x) such settlement includes an unconditional release of all liabilities of each Indemnified Party with respect to such Third Party Claim, or (y) the Indemnifying Party acknowledges and agrees to indemnify, defend and hold harmless the Indemnified Party with respect to any portion of such Third Party Claim and the amount or good faith estimate of the amount of Losses arising therefromthat is not so released. The Indemnified Party shall deliver retain the right to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at employ its own expense, counsel and to elect participate in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the defense of which has been assumed by the Indemnifying Party pursuant hereto, but such Indemnified Party shall cooperate bear and shall be solely responsible for its own costs and expenses in connection with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentparticipation.

Claims. (a) At the time when any Indemnified Promptly after receipt by a Party learns of any potential claim under this Agreement (a “Claim”) against an indemnifying party, it will promptly give written notice (a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim or Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount commencement of Losses arising therefrom. The Indemnified Party shall deliver any action, administrative, or legal proceeding, or investigation as to which the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); indemnity provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under for in this Article VI as soon as a Claim has been threatened by a third party16 may apply, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall notify the Indemnifying Party in good faith determine that writing of such claim is not frivolous and that the Indemnified fact. The Indemnifying Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted thereof with counsel designated by third parties (“Third-such Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable satisfactory to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that if the defendants in any such action include both the Indemnified Parties Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs.‌ If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at all times participate the expense of the Indemnifying Party contest, settle, or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement otherwise provided in such defense at their own expense. Without limiting the foregoingthis Article 16, in the event that a Party is obligated to indemnify and hold the indemnifying party exercises other Party and its successors and assigns harmless under this Article 16, the right amount owing to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with will be the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in amount of the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission damages net of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of insurance proceeds received by the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding following a reasonable effort by the foregoing, if the compromise or settlement of such Third-Indemnified Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentsuch insurance proceeds.

Claims. (a) At the time when any Indemnified Party learns Notice of any potential claim under this Agreement shall be given by the Purchaser, YY Group or the relevant Group Company (a “Claim”) against an indemnifying party, it will promptly give written notice (a “Claim Notice”as the case may be) to the indemnifying party; provided that Vendors within the failure to so notify the indemnifying party time limits specified in paragraph 1 of this Schedule and shall not prevent recovery under this Agreement, except be valid unless it specifies reasonable information in relation to the extent that legal and factual basis of the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim claim and the amount evidence on which the Purchaser, YY Group or good faith the relevant Group Company (as the case may be) relies (including, where the claim is the result of or in connection with a Third Party Claim, evidence of the Third Party Claim) and setting out an estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver losses which is, or is to be, the indemnifying party, promptly after subject of the Indemnified Party’s receipt thereof, copies of all notices and documents claim (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined belowany losses which are contingent on the occurrence of any future event); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen Any claim by the indemnifying party Purchaser, YY Group or the relevant Group Company (as the case may be) against the Vendors shall (if it has not been previously satisfied, settled or withdrawn) be deemed to be irrevocably withdrawn twelve months after the notice is given unless legal proceedings in respect of the claim have been commenced by being both issued and reasonably acceptable served. (c) In connection with any matter or circumstance that may give rise to a claim: (i) the Purchaser and YY Group shall allow, and shall procure that the Group Companies allow, the Vendors and their respective financial, accounting or legal advisers to investigate the matter or circumstance alleged to give rise to the Indemnified Partyclaim and whether and to what extent any amount is payable in respect of such claim; and (ii) the Purchaser, if it gives written notice of its intention to do so YY Group or the relevant Group Company (as the case may be) shall disclose to the Indemnified Party within thirty (30) days Vendors all material of which it is aware which relates to the receipt of the applicable Claim Notice; providedclaim and shall, however, and shall procure that the Indemnified Parties may at Group Companies shall, give all times participate in such defense at their own expense. Without limiting the foregoinginformation and assistance, in the event that the indemnifying party exercises including access to premises and personnel, making such personnel available for factual interviews, preparation for testimony, giving evidence, producing affidavits and other similar activities, and the right to undertake examine and copy or photograph any such defense against a Third-Party Claimassets, the Indemnified Party shall cooperate with the indemnifying party in such defense accounts, documents and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in as the Indemnified Party’s possession Vendors or under such Indemnified Party’s control relating thereto as is their respective financial, accounting or legal advisers may reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentrequest.

Claims. (a) At the time when any Indemnified Party either of the Consolidated Entities learns of any potential claim under this Agreement (a “Claim”) against an indemnifying partyProvident, it will promptly give written notice (a “Claim Notice”) to the indemnifying partyProvident; provided that the failure to so notify the indemnifying party Provident shall not prevent recovery under this Agreement, except to the extent that the indemnifying party Provident shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying partyProvident, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party Provident shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI III as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party Provident shall be entitled, at its his own expense, to elect in accordance with Section 6.04 3.03 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party Provident and reasonably acceptable to the Indemnified PartyREIT, if it gives written notice of its intention to do so to the Indemnified Party Consolidated Entities within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party Provident exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party Provident in such defense and make available to the indemnifying partyProvident, at the indemnifying partyProvident’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying partyProvident. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying partyProvident, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ Provident’s consent.

Claims. (a) At the time when any Indemnified Party either of the Consolidated Entities learns of any potential claim under this Agreement (a an “Escrow Claim”) against an indemnifying partythe Indemnifying Party, it will promptly give written notice (a “Claim Notice”) to the indemnifying partyPrincipal and the Escrow Agent; provided that the failure to so notify the indemnifying party Principal or the Escrow Agent shall not prevent recovery under this Agreement, except to the extent that the indemnifying party Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefromEscrow Claim. The Indemnified Party shall deliver to the indemnifying partyPrincipal, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Third Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party Indemnifying Party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI IV as soon as a an Escrow Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party Principal shall be entitled, at its his own expense, to elect in accordance with Section 6.04 4.06 below, to assume and control the defense of any Escrow Claim based on claims asserted by third parties (“Third-Third Party Claims”), through counsel chosen by the indemnifying party Principal and reasonably acceptable to the Indemnified PartyREIT, if it he gives written notice of its his intention to do so to the Indemnified Party Consolidated Entities within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party Principal exercises the right to undertake any such defense against a Third-Third Party Claim, the Indemnified Party shall cooperate with the indemnifying party Principal in such defense and make available to the indemnifying partyPrincipal, at the indemnifying partyPrincipal’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying partyPrincipal. No compromise or settlement of such Third-Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying partyPrincipal, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Third Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Third Party Claim without the need to obtain Two Harbors’ the Principal’s consent.

Claims. (a) At the time when any Indemnified If a claim or demand is made by a Third Party learns of any potential claim under this Agreement (a “Third Party Claim”) against a SpinCo Indemnitee or a RemainCo Indemnitee (each, an indemnifying party“Indemnified Party”) as to which such Indemnified Party is entitled to indemnification pursuant to this Agreement, it will promptly give written notice such Indemnified Party shall notify the Party which is or may be required pursuant to Section 5.2 or Section 5.3 to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail (a “Claim Notice”) ). The Claim Notice shall be given promptly after the Indemnified Party becomes aware of the facts indicating that a claim for indemnification may be warranted and shall state in reasonable detail (to the indemnifying party; provided that extent known) the nature and amount of the claim. The failure of the Indemnified Party to so notify the indemnifying party promptly deliver a Claim Notice shall not prevent recovery relieve the Indemnifying Party of its obligations under this AgreementARTICLE V, except to the extent that the indemnifying party shall have been Indemnifying Party is actually and materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known failure to the Indemnified Party giving rise to give such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereofNotice. (b) The indemnifying party shall be entitledIf a Claim Notice relates to a Third Party Claim, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Indemnifying Party Claims”)may, through counsel chosen by the indemnifying party of its own choosing and reasonably acceptable satisfactory to the Indemnified Party, if it gives written notice assume the defense and investigation of its intention to do so to such Third Party Claim; provided that the Indemnified Party shall be (i) entitled to participate in any such defense with counsel of its own choice at its own expense and (ii) entitled to participate in any such defense with counsel of its own choice at the expense of the Indemnifying Party if representation of both Parties by the same counsel creates a conflict of interest under applicable standards of professional conduct. In any event, if the Indemnifying Party fails to take reasonable steps necessary to defend diligently the Proceeding within thirty (30) days of after receiving a Claim Notice with respect to the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Third Party Claim, the Indemnified Party shall cooperate with may assume such defense, and the indemnifying party in such defense fees and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required expenses of its attorneys will be covered by the indemnifying party. No compromise or settlement of such Third-indemnity provided for in this ARTICLE V. The Indemnifying Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other handshall not, without the other party’s consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), settle or compromise any pending or threatened Third Party Claim in respect of which indemnification may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such Proceeding) unless or consent to the entry of any judgment (i) there is no finding which does not, to the extent that an Indemnified Party may have any Liability with respect to such Proceeding, include as an unconditional term thereof the delivery by the claimant or admission plaintiff to the Indemnified Party of any violation a written release from all Liability in respect of Law and no effect on any other claims that may be made against such other partyThird Party Claim, (ii) each which includes any statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party or (iii) in any manner that involves any injunctive relief against the Indemnified Party or that may materially and adversely affect the Indemnified Party. The Indemnified Party may not compromise or settle any pending or threatened Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless the sole relief granted is party equitable relief for which the Indemnifying Party would have no Liability or to which the Indemnifying Party would not be subject. (c) The Parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Third Party Claim. In connection with any fact, matter, event or circumstance that may give rise to a claim against an Indemnifying Party under this Agreement, the Indemnified Party shall: (i) preserve all material evidence relevant to the claim; (ii) allow the Indemnifying Party’s Representatives to investigate the fact, matter, event or circumstance alleged to give rise to such claim and whether and to what extent any amount is released from all liability with payable in respect to of such claim, ; and (iii) there disclose (at its own expense) to the Indemnifying Party and its Representatives all material of which it is no equitable orderaware which relates to the claim and provide all such information and assistance, judgment including access to premises and personnel, and the right to examine and copy or term that photograph any assets, accounts, documents and records, as the Indemnifying Party or its Representatives may reasonably request, subject to the Indemnifying Party or its Representatives agreeing in any manner affects, restrains or interferes with the business of such form as the Indemnified Party may reasonably require to keep all such information confidential and to use it only for the purpose of investigating and defending the claim in question. (d) Except in the case of intentional fraud and as otherwise provided in this Agreement, the rights and remedies under this ARTICLE V are exclusive and in lieu of any and all other rights and remedies that is party to such claim any Party may have against any other Party or any failure to perform any covenant or agreement set forth in this Agreement. Each Party expressly waives any and all other rights, remedies and causes of action it or its Affiliates may have against the other Party, or their respective Affiliates, respectively, now or in the future under any Law with respect to the transactions contemplated by this Agreement. Notwithstanding The remedies expressly provided in this Agreement shall constitute the foregoing, if sole and exclusive basis for and means of recourse between the compromise or settlement of such Third-Party Claim could reasonably be expected Parties with respect to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consenttransactions contemplated by this Agreement.

Claims. (a) At From time to time during the time when any Indemnified Party learns Claims Period, Acquirer agrees that promptly after it becomes aware of any potential facts giving rise to a claim by it for indemnification pursuant to this Article VI or circumstances which, with the lapse of time, Acquirer reasonably believes is likely to give rise to a claim by it for indemnification pursuant to this Article VI, Acquirer must assert such claim for indemnification under this Agreement Article VI (a each, an “Indemnification Claim”) against an indemnifying party, it will promptly give by providing a written notice (a “Claim NoticeCertificate”) to the indemnifying party; provided Stockholders’ Agent: (i) stating that the failure to so notify the indemnifying party shall not prevent recovery under this Agreementan Indemnified Person has incurred, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe paid, reserved or accrued, or in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of believes that it will incur, pay, reserve or accrue, Indemnifiable Damages; (ii) stating the amount of Losses arising therefrom. The Indemnified Party shall deliver such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Acquirer in good faith to the indemnifying partybe incurred, promptly after the Indemnified Party’s receipt thereofpaid, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreementreserved, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened accrued or demanded by a third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquirer) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related (e.g., regardless the underlying representation or warranty alleged to have been untrue or incorrect or covenant or agreement alleged to have been breached). (b) Such Claim Certificate (i) need only specify such information to the knowledge of whether an actual Loss has been sufferedAcquirer as of the date thereof, (ii) shall not limit any of the rights or remedies of any Indemnified Person with respect to the underlying facts and circumstances specifically set forth in such Claim Certificate and (iii) may be updated and amended from time to time by Acquirer by delivering any updated or amended Claim Certificate, so long as the Indemnified Party shall in good faith determine that delivery of the original Claim Certificate is made within the applicable Claims Period and such claim is not frivolous and that the Indemnified Party may be liable for, update or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or satisfied, notwithstanding the expiration of such Claims Period. No delay in providing such Claim Certificate within the applicable Claims Period shall affect an Indemnified PartyPerson’s rights hereunder, if it gives written notice of its intention to do so unless (and then only to the Indemnified Party within thirty (30extent that) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, Stockholders’ Agent or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentConverting Holders are materially prejudiced thereby.

Claims. (a) At From time to time during the time when Claims Period, Acquirer may deliver to the Securityholders’ Agent one or more certificates signed by any Indemnified Party learns officer of any potential claim under this Agreement Acquirer (a “Claim”) against an indemnifying partyeach, it will promptly give written notice (a “Claim NoticeCertificate”): (i) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except stating (to the extent known or reasonably anticipated) that the indemnifying party shall have been materially prejudiced by an Indemnified Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority may raise such failure. Each Claim Notice shall describe matter in reasonable detail the facts known audit of Acquirer or its subsidiaries, that could give rise to Indemnifiable Damages); (ii) stating (to the Indemnified Party giving rise to such Claim and the amount extent known or good faith estimate of reasonably anticipated) the amount of Losses arising therefrom. The Indemnified Party shall deliver such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Acquirer in good faith to the indemnifying partybe incurred, promptly after the Indemnified Party’s receipt thereofpaid, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreementreserved, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened accrued or demanded by a third party); and (iii) specifying (to the extent known) in reasonable detail (based upon the information then possessed by Acquirer) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related. (b) Such Claim Certificate (i) need only specify such information to the knowledge of such officer of Acquirer as of the date thereof, regardless (ii) shall not limit any of whether an actual Loss has been sufferedthe rights or remedies of any Indemnified Person with respect to the underlying facts and circumstances specifically set forth in such Claim Certificate and (iii) may be updated and amended from time to time by Acquirer by delivering any updated or amended Claim Certificate, so long as the Indemnified Party shall in good faith determine that delivery of the original Claim Certificate is made within the applicable Claims Period and such claim is not frivolous and that the Indemnified Party may be liable for, update or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or satisfied, notwithstanding the expiration of such Claims Period. No delay in providing such Claim Certificate within the applicable Claims Period shall affect an Indemnified PartyPerson’s rights hereunder, if it gives written notice of its intention to do so unless (and then only to the Indemnified Party within thirty (30extent that) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, Securityholders’ Agent or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentIndemnifying Holders are materially prejudiced thereby.

Claims. (a) At the time when any Indemnified Promptly after receipt by a Party learns of any potential claim under this Agreement (a “Claim”) against an indemnifying party, it will promptly give written notice (a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim or Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount commencement of Losses arising therefrom. The Indemnified Party shall deliver any action, administrative, or legal proceeding, or investigation as to which the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); indemnity provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under for in this Article VI as soon as a Claim has been threatened by a third party16 may apply, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall notify the Indemnifying Party in good faith determine that writing of such claim is not frivolous and that the Indemnified fact. The Indemnifying Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through thereof with counsel chosen designated by the indemnifying party Indemnifying Party and reasonably acceptable satisfactory to the Indemnified Party, provided, if it gives written notice of its intention to do so to the defendants in any such action include both the Indemnified Party within thirty (30) days and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the receipt Indemnifying Party contest, settle, or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the applicable Claim Notice; providedIndemnifying Party or, howeverabsent such consent, that written opinion of the Indemnified Parties may at all times participate Party’s counsel that such claim is meritorious or warrants settlement. Except as otherwise provided in such defense at their own expense. Without limiting the foregoingthis Article 16, in the event that a Party is obligated to indemnify and hold the indemnifying party exercises other Party and its successors and assigns harmless under this Article 16, the right amount owing to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with will be the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in amount of the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission damages net of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of insurance proceeds received by the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding following a reasonable effort by the foregoing, if the compromise or settlement of such Third-Indemnified Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentsuch insurance proceeds.

Claims. Upon receipt by an Indemnified Party of notice of any action, suit, proceedings, claim, demand or assessment made or brought by an unaffiliated third party (a “Third Party Claim”) with respect to a matter for which such Indemnified Party is indemnified under this Article X which has or is reasonably expected to give rise to a claim for Losses, the Indemnified Party shall as soon as practicable, in the case of a Legg Mason Indemnified Party, notify Citigroup and in the case of a Citigroup Indemnified Party, notify Legg Mason (Citigroup or Legg Mason, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice shall (a) At describe such Third Party Claim in reasonable detail including the time when any Indemnified Party learns sections of any potential claim under this Agreement (a “Claim”) against an indemnifying party, it will promptly give written notice (a “Claim Notice”) to which form the indemnifying partybasis for such claim; provided that the failure to so notify the indemnifying party identify a particular section in such notice shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to preclude the Indemnified Party giving rise to from subsequently identifying such Claim section as a basis for such claim, (b) attach copies of all substantive written evidence thereof and the amount or good faith (c) if possible, set forth an estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the that have been or may be sustained by an Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so such estimate shall not prevent recovery under be binding or used in place of the actual amount of Losses subject to this Agreement, except to the extent that the indemnifying party Article X. The Indemnifying Party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless 30 days after receipt of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitlednotice to elect, at its own expense, to elect in accordance with Section 6.04 belowoption, to assume and control the defense of of, at its own expense and by its own counsel, any such Third Party Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable shall be entitled to assert any and all defenses available to the Indemnified PartyParty to the fullest extent permitted under Requirements of Law. If the Indemnifying Party shall undertake to compromise or defend any such Third Party Claim, if it gives written shall promptly, but in any event within 10 Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so to so, and the Indemnified Party within thirty (30) days agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the receipt Indemnified Party (which consent will not be unreasonably withheld or delayed), unless the relief consists solely of money Losses to be paid by the applicable Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Legg Mason Indemnified Parties or the Citigroup Indemnified Parties, as applicable, from all liability with respect thereto. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if the (i) Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim Noticesubject to this Article X, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoingParty shall not settle, in the event that the indemnifying party exercises the right to undertake compromise or discharge, or admit any liability with respect to, any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s written consent of the Indemnifying Party (which shall consent will not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consent).

Claims. (a) At Either party hereto shall request indemnification for any particular claim (with respect to such claim, the time when any "Indemnified Party") by giving the party from whom indemnification is requested (with respect to such claim, the "Indemnifying Party") written notice within thirty (30) days after the Indemnified Party learns has received notice or knowledge of any potential claim under this Agreement (the matter that has given or could give rise to a “Claim”) against an indemnifying party, it will promptly give written notice (a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery right of indemnification under this Agreement. Such notice shall state the amount of Losses, if known, and the method of computation thereof, all with reasonable particularity and shall contain a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed. Failure of the Indemnified Party to give notice within said thirty (30) day period shall not be deemed a waiver of its rights under this Article IX except to the extent that the indemnifying party such failure shall have been materially actually prejudiced by such failure. Each Claim Notice the Indemnifying Party or caused it to incur additional costs, expenses or liabilities; provided, however, that nothing herein shall describe extend the limitations period set forth in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereofSection 9.1 above. (b) With respect to any Losses arising from any third party claim (a "Third Party Claim"), the Indemnified Party shall give the Indemnifying Party written notice within thirty (30) days after receiving notice of any Third Party Claim. Failure of the Indemnified Party to give notice within said thirty (30) day period shall not be deemed a waiver of its rights under this Article IX except to the extent such failure shall have actually prejudiced the Indemnifying Party or caused it to incur additional costs, expenses or liabilities; provided, however, that nothing herein shall extend the limitations period set forth in Section 9.1 above. The indemnifying party Indemnifying Party shall be permitted, at its option, to participate in the defense of any such Third Party Claim with counsel of its own choosing and at its expense. If, however, the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from any Third Party Claim (subject to the limitations set forth in this Article IX) within sixty (60) days of receiving the Indemnified Party's notice, then the Indemnifying Party shall be entitled, at its own expense, to elect in accordance with Section 6.04 belowoption, to assume and control the defense of any such Third Party Claim based on claims asserted by third parties (“Third-Party Claims”), at its expense and through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives of its choice upon giving written notice of its intention to do so to the Indemnified Party. If the Indemnifying Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the its right to undertake the defense of any such defense against a Third-Third Party ClaimClaim as provided above, the Indemnified Party shall cooperate with the indemnifying party in such defense Indemnifying Party and make available to the indemnifying party, at the indemnifying party’s expense, Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s its possession or under its control as is reasonably requested by the Indemnifying Party. Similarly, if the Indemnified Party is, directly or indirectly, conducting the defense of any Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party and make available to it all such Indemnified records, materials and information in the Indemnifying Party’s 's possession or under its control relating thereto as is reasonably required requested by the indemnifying partyIndemnified Party. No compromise or settlement of such Third-Third Party Claim may be effected settled by either the Indemnifying Party without the written consent, not to be unreasonably withheld, of the Indemnified Party; provided, on however, that if such settlement involves the one hand, or payment of money only and the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party totally indemnified for such payment and the Indemnified Party refuses to such claim is released from all liability consent thereto, the Indemnifying Party shall cease to be obligated with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Third Party Claim. The Indemnified Party that is party to such claim or shall not settle any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Third Party Claim could reasonably be expected to adversely affect which is being defended in good faith by the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentIndemnifying Party.

Claims. 11.1. The Delivering Party shall have no liability to the Receiving Party for any shortage in quantity (determined using industry standard outage tables and temperature correction calculations) or defect in quality of Product sold and delivered hereunder unless a) At the time when any Indemnified Receiving Party learns gives the Delivering Party notice of the Receiving Party’s claim by telex or other electronic means and the Delivering Party is given an opportunity to inspect the Product in question prior to unloading or, in case of any potential latent defect in quality, the Receiving Party gives the Delivering Party notice thereof within forty-eight (48) hours after the Receiving Party discovers such defect and b) in case of a shortage in quantity in a delivery by tank car, the shortage is greater than 2% of the quantity of Product shown on the ▇▇▇▇ of lading. The Delivering Party shall have no liability for any defect in any Product which has been commingled in any way with a similar Product obtained elsewhere or with a different Product, regardless of where obtained. Every notice of claim under shall set forth fully the facts upon which the claim is based. Any claim of any kind by the Receiving Party based upon or arising out of this Agreement or otherwise shall be barred unless asserted by the Receiving Party by the commencement of an action within (a “Claim”12) against an indemnifying partytwelve months after the delivery of the Product or other event, it will promptly give written notice (a “Claim Notice”) action or inaction to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under which such claim relates. The Receiving Party’s exclusive remedy for any and all claims for loss or damage arising out of this Agreement, except including but not limited to any alleged breach of warranty, breach of contract, negligence or strict liability, shall be limited at the extent that Delivering Party’s option to either the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate refund of the amount purchase price or the replacement of Losses arising therefromthe particular Product upon which a claim is based. IN NO EVENT SHALL THE DELIVERING PARTY BE LIABLE FOR PROSPECTIVE PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT ARISING OUT OF NEGLIGENCE. 11.2. The Indemnified Delivering Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld liable for quantity or delayed) unless (i) there quality claims made after completion of delivery for rail tank car deliveries when delivery is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other partyinto rail tank cars supplied by Receiving Party. 11.3. If a destination delivery by the Delivering Party’s rail tank car is determined to have arrived less than fully loaded, (ii) each Indemnified Receiving Party that is party shall notify Delivering Party prior to such claim is released from all liability with respect to such claimunloading, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of parties shall promptly agree to an operational plan for the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Thirdless-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Thirdthan-Party Claim without the need to obtain Two Harbors’ consentfully-loaded rail car.

Claims. (a) At the time when Whenever any Indemnified Party learns of any potential claim for indemnification shall arise under this Agreement Section 10, including a third party claim (each, a “Claim”), the Party seeking indemnification (the “Indemnitee”) against shall notify in writing the Party from which indemnification is sought (the “Indemnitor”) of the Claim promptly after Indemnitee becomes aware of the Claim’s existence, specifying the factual basis for the Claim and the amount or an indemnifying estimate (if known or reasonably determinable) of the liability that may arise therefrom (an “Indemnification Notice”). (b) For an Indemnitee to be entitled to any indemnification provided for under this Agreement arising out of or involving a claim or demand made by any third party, it will promptly give written notice including a claim or demand made by any Governmental Entity (a “Claim NoticeThird Party Claim”) ), the Indemnitee shall provide an Indemnification Notice to the indemnifying party; provided that Indemnitor relating to the Third Party Claim as soon as possible after the Indemnitee’s receipt of notice of the Third Party Claim. Thereafter, the Indemnitee shall deliver to the Indemnitor copies of all notices and documents, including all court papers, received by the Indemnitee relating to the Third Party Claim. An Indemnitee’s failure to so notify the indemnifying party provide an Indemnification Notice promptly shall not prevent recovery under this Agreementrelieve the Indemnitor from its indemnification obligations with respect to the subject of the Indemnification Notice, except to the extent that the indemnifying party shall have been Indemnitor is materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereofof such failure. (bc) The indemnifying party If a Third Party Claim is made against an Indemnitee, then the Indemnitor shall be entitledentitled to participate in the defense of the Third Party Claim and, if the Indemnitor so chooses, to assume the defense of the Third Party Claim. If the Indemnitor so elects to assume the defense of a Third Party Claim, then the Indemnitor shall not be liable to the Indemnitee for legal expenses subsequently incurred by the Indemnitee in connection with the defense of the Third Party Claim. If the Indemnitor assumes such defense, then the Indemnitee shall have the right to participate in the defense of the Third Party Claim and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor, it being understood, however, that the Indemnitor shall control such defense, but shall not have the right to elect settle, adjust or compromise such Third Party Claim without the consent of the Indemnitee which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnitor chooses to defend any Third Party Claim, then the Parties shall cooperate in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties the Third Party Claim. Such cooperation shall include the retention and (“Third-Party Claims”), through counsel chosen by upon the indemnifying party and reasonably acceptable Indemnitor’s request) provision to the Indemnified Party, if it gives written notice Indemnitor of its intention to do so records that are reasonably relevant to the Indemnified Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided. If the Indemnitor, within thirty (30) days a reasonable time after receipt of an Indemnification Notice relating to a Third Party Claim, chooses not to assume defense of the receipt Third Party Claim or fails to defend the Third Party Claim actively and in good faith, then the Indemnitee shall (upon further notice to the Indemnitor) have the right to undertake the defense of the applicable Claim NoticeThird Party Claim; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoingthat, in the event that the indemnifying party exercises the right if indemnification is to undertake any such defense against a Third-Party Claimbe sought hereunder, the Indemnified Party shall cooperate with the indemnifying party in Indemnitee may not to settle, adjust or compromise such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (of the Indemnitor which consent shall not be unreasonably withheld withheld, conditioned or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consent.

Claims. (a) At the time when any a New REIT Indemnified Party learns of any potential claim under this Agreement (a “Indemnity Claim”) against an indemnifying party, it New REIT will promptly give written notice (a “Claim Notice”) to the indemnifying partyRLJ Development; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party any potential defense to such claim shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the applicable New REIT Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefromIndemnity Claim. The Indemnified Party New REIT shall deliver to the indemnifying partyRLJ Development, promptly after the any New REIT Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such New REIT Indemnified Party relating to a Third-any Indemnity Claim based on claims asserted by third parties (“Third Party Claim (as defined belowClaim”); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party any potential defense to such claim shall have been materially prejudiced by such failure. Any Indemnified Party may New REIT may, at its option option, demand indemnity under this Article VI 9 as soon as a an Indemnity Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party New REIT shall in good faith determine that such claim is not frivolous and that the New REIT Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party RLJ Development shall be entitled, at its own expense, entitled to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Third Party Claims”)Claim, through counsel chosen by the indemnifying party RLJ Development and reasonably acceptable to the Indemnified PartyNew REIT, if it gives written notice of its intention to do so to the Indemnified Party New REIT within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties New REIT may at all times participate in such defense at their its own expense. Without limiting the foregoing, in the event that the indemnifying party if RLJ Development exercises the right to undertake any such defense against a Third-Third Party Claim, the Indemnified Party New REIT shall cooperate with the indemnifying party RLJ Development in such defense and make available to the indemnifying partyRLJ Development, at the indemnifying partyRLJ Development’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession of, or under such the control of, any New REIT Indemnified Party’s control Party relating thereto as is reasonably required by the indemnifying partyRLJ Development. No compromise or settlement of such Third-Third Party Claim may be effected by either the Indemnified PartyNew REIT, on the one hand, or the indemnifying partyRLJ Development, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other partya New REIT Indemnified Party or against the Holdback Fund, (ii) each Indemnified Party party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim New REIT or any of its New REIT’s Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Third Party Claim could reasonably be expected to adversely affect the status of the New REIT as a real investment trust within the meaning of Section 856 of the Code, then the New REIT shall make such decision to compromise or settle the Third-Third Party Claim without the need to obtain Two Harbors’ the other party’s consent. All costs and expenses incurred by RLJ Development pursuant to this Section 9.2(b) shall be reimbursed from the Holdback Fund in accordance with Section 9.3.

Claims. The party entitled to be indemnified (athe “Indemnified Party”) At will give prompt written notice to the time when any Indemnified Party learns party liable for such indemnification (the “Indemnifying Party”) of any potential Third-Party Action which is reasonably anticipated to give rise to any claim for which indemnification may be required under this Agreement (a “Claim”) against an indemnifying partyAgreement; provided, it will promptly give written notice (a “Claim Notice”) to the indemnifying party; provided however, that the failure of the Indemnified Party to so notify provide such notice will not affect the indemnifying party shall Indemnifying Party’s obligations under this Section 6 if such failure does not prevent recovery materially prejudice the Indemnifying Party. If the Indemnified Party notifies the Indemnifying Party of a Third-Party Action against the Indemnified Party that the Indemnifying Party acknowledges is a Third-Party Action for which it must indemnify the Indemnified Party under this Agreement, except the Indemnifying Party will be entitled to assume the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim defense and the amount or good faith estimate control of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, Action at its own cost and expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises Party (as applicable) will have the right to undertake be represented by its own counsel at its own cost in such matters. Neither Imation nor TDK may concede, settle or compromise any such defense against a Third-Party Claim, Action without the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement consent of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall , such consents not to be unreasonably withheld or delayed) unless (i) there is no finding or admission . Each party will reasonably cooperate with the other party and its counsel in the course of the defense of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim Action, such cooperation to include without the need limitation using reasonable efforts to obtain Two Harbors’ consentprovide or make available documents, information and witnesses.

Claims. (a) At In order for a party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving an Action or demand made by any third Person against the time when Indemnified Party, such Indemnified Party must notify the Indemnitor in writing, and in reasonable detail, of the third Person claim promptly after receipt by such Indemnified Party of written notice of the third Person claim, provided, however, that the failure of any Indemnified Party learns of any potential claim under this Agreement (a “Claim”) against an indemnifying party, it will promptly to give written notice (a “Claim Notice”promptly as required by this Section 9.4(a) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery affect such Indemnified Party’s rights under this Agreement, Section 9 except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known failure is actually prejudicial to the Indemnified Party giving rise to such Claim rights and the amount or good faith estimate obligations of the amount of Losses arising therefrom. The Indemnified Party shall deliver Indemnitor, and then only to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do degree so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereofprejudiced. (b) The indemnifying party In the event of the initiation of any legal proceeding against the Indemnified Party by a third Person, the Indemnitor shall be entitledhave the sole and absolute right after the receipt of written notice, at its option and at its own expense, to elect in accordance with Section 6.04 below, be represented by counsel of its choice (such counsel to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and be reasonably acceptable to the Indemnified Party) and to control, if it gives written notice of its intention defend against, negotiate, settle or otherwise deal with any Action or demand which relates to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Noticeany Liability or Expense indemnified against hereunder; provided, however, that the Indemnified Parties Party may at all times participate in any such defense proceeding with counsel of its choice and at their own its expense. Without limiting The Indemnified Party agrees to cooperate fully with the foregoingIndemnitor in connection with the defense, in the event that the indemnifying party exercises the right to undertake negotiation or settlement of any such defense legal proceeding, claim or demand. Such cooperation shall include the retention and the provision of records and information which is reasonably relevant to such third Person claim, and making employees available in a mutually convenient basis to provide additional information and explanation of any material provided hereunder. To the extent the Indemnitor elects not to defend such Action or demand, and the Indemnified Party defends against a Third-Party Claimor otherwise deals with any such Action or demand, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying partymay retain counsel, at the indemnifying party’s expenseexpense of the Indemnitor, all witnesses, pertinent records, materials and information in control the defense of such Action. Neither the Indemnitor nor the Indemnified Party’s possession or under Party may settle any such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or proceeding, which settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on obligates the other handparty to pay money, to perform obligations or to admit liability without the written consent of the other party’s , such consent (which shall not to be unreasonably withheld or delayed. (c) unless Whenever the Indemnified Party shall have given a Claim Notice to the Indemnitor that does not involve a third Person claim, the Indemnitor may, within thirty (i30) there is no finding or admission calendar days after receipt of any violation of Law and no effect on any other claims that may be made against such other partyClaim Notice, (ii) each notify the Indemnified Party that the Indemnitor disputes the claim for indemnification set forth in such Claim Notice and the basis for such dispute (a “Dispute Notice”). If, with respect to the claim for indemnification set forth in a Claim Notice, no Dispute Notice is party given to the Indemnified Party within such thirty (30) day period, the claim is released from all liability shall be deemed valid, and the Indemnitor shall be obligated to pay to the Indemnified Party the amount specified in the Claim Notice with respect to such claim. If a Dispute Notice is given to the Indemnified Party, and the parties shall first attempt to resolve the dispute in good faith. If the parties are unable to resolve such dispute within thirty (iii30) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with days after the business receipt of the Dispute Notice by the Indemnified Party that is Party, either party may resort to any remedies available in law or in equity in a court of competent jurisdiction to resolve such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentdispute.

Claims. (a) At the time when any Indemnified The obligation of an Indemnifying Party learns of any potential claim under this Agreement (a “Claim”) against an indemnifying party, it will promptly give written notice (a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as is conditioned on the Indemnified Party making a written claim for indemnification against the Indemnifying Party within the applicable time periods as described in Section 6.1; provided, however that an indemnification claim for which written notice has been given pursuant to this Article VI prior to the expiration of the applicable time period shall in good faith determine survive until the final determination or settlement of that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereofclaim. (b) The indemnifying When a party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control seeking indemnification under Sections 6.2 or 6.3 (the defense “Indemnified Party”) receives notice of any Claim based on claims asserted made by third parties (“Third-Third Party Claims”)) or has any other claim for indemnification other than a Third Party Claim, through counsel chosen by which is to be the indemnifying party and reasonably acceptable to the Indemnified Partybasis for a claim for indemnification hereunder, if it gives written notice of its intention to do so to the Indemnified Party shall give prompt written notice thereof (which notice must be delivered within thirty (30) days of the receipt of the applicable Claim Noticetime period as described in Section 6.1) to the other party or parties (the “Indemnifying Party”), which written notice shall reasonably indicating (to the extent known) the nature of such claims, the basis thereof and, if reasonably practicable, the estimated amount of such potential Losses associated with such claims; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, failure of the Indemnified Party to give the Indemnifying Party prompt notice as provided herein shall cooperate with not relieve the indemnifying party in such defense Indemnifying Party of any of its indemnification obligations hereunder unless and make available only to the indemnifying party, at extent that the indemnifying party’s expense, all witnesses, pertinent records, materials Indemnifying Party shall have been prejudiced thereby; it being understood and information agreed that an Indemnifying Party shall have no obligation with respect to any claim for indemnification unless such claim has been made in writing within the applicable time periods as described in Section 6.1. Upon notice from the Indemnified Party’s possession , the Indemnifying Party may, but shall not be required to, assume the defense of any such Third Party Claims, including its compromise or under settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof; provided, however, that in such case, the Indemnifying Party shall have no obligation to pay any costs or expenses of legal counsel of the Indemnified Party’s control relating thereto as is reasonably required by the indemnifying partyParty thereafter incurred in connection with such defense. No compromise or settlement in respect of such Third-any Third Party Claim Claims may be effected by either the Indemnifying Party without the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s prior written consent (which consent shall not be unreasonably withheld withheld, conditioned, or delayed) ), unless (i) there the sole relief is no finding or admission monetary damages that are paid in full by the Indemnifying Party. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any violation such Third Party Claims within 30 days after the date of Law and no effect on any other claims that may be made against receipt of the Indemnified Party’s notice in respect of such other partyThird Party Claims. If an Indemnifying Party does not, (ii) each within 30 days after the Indemnified Party’s notice is given, give notice to the Indemnified Party that is party of its assumption of the defense of the Third Party Claims, the Indemnifying Party shall be deemed to have waived rights to control the defense thereof. If the Indemnified Party assumes the defense of any Third Party Claims because of the failure of the Indemnifying Party to do so in accordance with this Section 6.4, it may do so in such claim is released from reasonable manner as it may deem appropriate, and the Indemnifying Party shall pay all reasonable costs and expenses of such defense. The Indemnifying Party shall have no liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement thereof effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed), unless the sole relief granted was equitable relief for which the Indemnifying Party would have no liability or to which the Indemnifying Party would not be subject. Assumption by an Indemnifying Party of control of any such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Codedefense, then the REIT shall make such decision to compromise or settle settlement shall not be determined a waiver by it of its right to challenge its obligation to indemnify the Third-Party Claim without Indemnified Party. The parties hereto shall cooperate in all reasonable respects with each other in connection with the need defense, negotiation or settlement of any legal proceeding, claim or demand referred to obtain Two Harbors’ consentin this Article VI.

Claims. (a) At Any party seeking indemnification under Section 7.2 (an “Indemnified Party”) shall promptly give the time when party from whom indemnification is being sought (or, in the case of a Buyer Indemnitee seeking indemnification, such Buyer Indemnitee shall promptly notify the Representative in writing) (such notified party, the “Responsible Party”) notice of any matter which such Indemnified Party learns has determined has given rise to a right of any potential claim indemnification under this Agreement (Agreement, within 30 days of such determination, stating in reasonable detail, the nature of the claim, a “Claim”) against an indemnifying party, it will promptly give written notice (a “Claim Notice”) good-faith reasonable estimate of the Loss to the indemnifying partyextent then known and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that that, subject to the survival periods set forth in Section 8.1, the failure to so notify the indemnifying party shall not prevent recovery under this Agreementrelieve the Responsible Party of its obligations hereunder, except to the extent (and only to the extent) that the indemnifying party shall have been Responsible Party is actually materially prejudiced by such failurethereby. Each Claim Notice shall describe in reasonable detail If the facts known to Responsible Party has disputed a claim for indemnification (including any Third-Party Claim), the Responsible Party and the Indemnified Party giving rise shall proceed in good faith to negotiate a resolution to such Claim dispute. If the Responsible Party and the amount or good faith estimate Indemnified Party cannot resolve such dispute in a reasonable period of time after notice is delivered, such dispute shall be resolved pursuant to the amount terms of Losses arising therefrom. The Section 9.5. (b) If an Action by a third party (a “Third Party Claim”) is made against any Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Article VII, such Indemnified Party shall deliver promptly, and in any event within 30 days of the determination that a right to indemnification exists, notify the Responsible Party of such claims in writing; provided that, subject to the indemnifying partysurvival periods set forth in Section 7.1, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so notify shall not prevent recovery under this Agreementrelieve the Responsible Party of its obligations hereunder, except to the extent (and only to the extent) that the indemnifying party shall have been Responsible Party is actually materially prejudiced thereby. Except with respect to Exception Claims, the Responsible Party may, by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as delivery to the Indemnified Party shall in good faith determine that such claim is not frivolous and that of written notice acknowledging the Responsible Party's obligation to indemnify the Indemnified Party may be liable forwith respect to any Loss related to such Third Party Claim subject to the limitations set forth in this Article VII, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume the conduct and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”)control, through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party at the expense of the Responsible Party, if it gives written notice of its intention to do so to the settlement or defense thereof, and the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Noticeshall cooperate with it in connection therewith in accordance with Section 7.3(c); provided, however, provided that the Responsible Party shall permit the Indemnified Parties may at all times Party to participate in such settlement or defense through counsel chosen by such Indemnified Party, at their the Indemnified Party’s own cost and expense. Without limiting So long as the Responsible Party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim. Notwithstanding the foregoing, in the event that the indemnifying party exercises Indemnified Party shall have the right to undertake pay or settle any such claim, provided that in such event it shall waive any right to indemnity therefor by the Responsible Party for such claim unless the Responsible Party shall have consented to such payment or settlement. If the Responsible Party does not elect to undertake the defense against a Third-thereof or if such Third Party Claim is an Exception Claim, the Indemnified Party shall cooperate have the right to contest, settle or compromise the claim and shall not thereby waive any right to indemnity therefor pursuant to this Agreement. With respect to a Third Party Claim for which the Responsible Party has assumed the conduct and control, the Responsible Party shall not, except with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement consent of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless enter into any settlement (i) there is no finding that does not include as an unconditional term thereof the giving by the person or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to persons asserting such claim is released to all Indemnified Parties of an unconditional release from all liability with respect to such claimclaim or consent to entry of any judgment or (ii) that grants any relief other than money damages (which are paid by the Responsible Party to the extent provided herein). The Responsible Party may not pay or settle any other Third Party Claim. In the event of any conflict between this Section 7.3(b) and Section 6.5(b) with respect to any Tax Contests, the provisions of Section 6.5(b) shall control. (c) With respect to a Third Party Claim for which the Responsible Party has assumed the conduct and control pursuant to Section 7.3(b), any Indemnified Party shall, at the expense of the Responsible Party, cooperate in all reasonable respects with the Responsible Party and its attorneys in the investigation, trial and defense of such Third Party Claim and any appeal arising therefrom and shall, at the expense of the Responsible Party, furnish such records, information and testimony, and (iii) there is no equitable orderattend such conferences, judgment or term that discovery proceedings, hearings, trials and appeals as may be reasonably requested in any manner affectsconnection therewith. Such cooperation shall include reasonable access during normal business hours afforded to the Responsible Party and its agents and representatives to, restrains or interferes with the business of and reasonable retention by the Indemnified Party that is party of records and information which have been identified by the Responsible Party as being reasonably relevant to such claim Third Party Claim, and making mutually agreed upon employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The parties shall cooperate with each other in any notifications to insurers. (d) The parties acknowledge and agree that any Losses related to claims for indemnification pursuant to Section 7.2(a)(iv) made on or any of its Affiliates. Notwithstanding prior to sixty (60) days following the foregoingClosing Date (an “Appraisal Claim”) may, if at the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status election of the REIT Buyer Indemnitee, be paid from the Adjustment Escrow Amount remaining in the Escrow Account. In the event any Appraisal Claims remains unresolved as a real investment trust within of date the meaning Adjustment Escrow Amount is to be distributed to the Former Holders of Series A Preferred Stock and the holders of Transaction Incentive Awards pursuant to Section 856 2.7(e), any Adjustment Escrow Amount remaining in the Escrow Account shall remain in the Escrow Account until all Appraisal Claims have been fully resolved and any Losses related thereto fully paid. Within two (2) Business Days after an Appraisal Claim is resolved, Representative and Parent shall deliver to the Escrow Agent joint written instruction instructing the Escrow Agent to make payment of all Losses related to such Appraisal Claim to the Codeapplicable Buyer Indemnitee. The Buyer Indemnitees' remedy against the Escrow Account pursuant to this Section 7.3(d) is cumulative with any other remedies available pursuant to this Agreement, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentand not exclusive.

Claims. (a) At the time when any Upon receipt by an Indemnified Party learns of any potential claim under this Agreement (notice of a “Claim”) against an indemnifying party, it will promptly give written notice (Third Party Claim with respect to a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by matter for which such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity is indemnified under this Article VI as soon as IX which has given, or is reasonably expected to give, rise to a Claim has been threatened by a third partyclaim for Losses, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall as soon as practicable, in good faith determine the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that such claim is not frivolous and that any delay or failure by the Indemnified Party may to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be liable forsatisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or otherwise incur, other document triggering the indemnification to the Indemnifying Party along with a Loss as a result thereofcover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The indemnifying party Indemnifying Party shall be entitledhave ten (10) Business Days after receipt of notice to elect, at its own expense, to elect in accordance with Section 6.04 belowoption, to assume and control the defense of of, at its own expense and by its own counsel, any Claim based on claims asserted by third parties (“Third-such Third Party Claims”)Claim, through counsel chosen by the indemnifying party and reasonably acceptable shall be entitled to assert any and all defenses available to the Indemnified PartyParty to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, if it gives written shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so to so, and the Indemnified Party within thirty (30) days agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the receipt Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the applicable Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim Noticesubject to this Article IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoingParty shall not settle, in the event that the indemnifying party exercises the right to undertake compromise or discharge, or admit any liability with respect to, any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s written consent of the Indemnifying Party (which shall consent will not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consent).

Claims. (ai) At the time when any Indemnified Party learns of any potential If a claim under this Agreement (a “Claim”) against an indemnifying party, it will promptly give written notice (a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable formade, or otherwise incurTax Contest initiated, a Loss as a by any taxing authority which, if successful, might result thereof. (b) The indemnifying party shall be entitled, at its own expense, in an indemnity payment pursuant to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”5.16(a), through counsel chosen by then the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the in receipt of the applicable Claim Noticeclaim shall give notice to the other parties thereof; provided, however, that the Indemnified Parties may at all times participate in failure to give such defense at their own expense. Without limiting notice shall not affect the foregoing, in indemnification provided hereunder except to the event extent that the indemnifying party exercises to be notified has been materially prejudiced as a result of such failure. Parent shall have the right to undertake represent the Companies’ interests in connection with any such defense against a Third-Party Claimclaim or Tax Contest relating solely to Excluded Taxes and to employ Representatives of its choice at its expense; provided, that: (A) Parent shall have first notified Purchaser in writing of its intention to do so and of the Indemnified Party identity of Representatives, if any, chosen by the Parent in connection therewith; (B) Parent shall cooperate be liable for any expenses, including fees for outside attorneys and other outside consultants, incurred in connection with the indemnifying party any such claim or Tax Contest (other than those incurred by Purchaser and its Affiliates); and (C) with respect to any such claim or Tax Contest, Parent must periodically consult, in such defense and make available good faith, with Purchaser with respect to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement conduct of such Third-Party Claim may be effected by either claim or Tax Contest and shall keep Purchaser reasonably informed regarding the Indemnified Partystatus thereof. Notwithstanding the foregoing provisions of this Section 5.16(c), on the one hand, Parent shall not settle any such claim or the indemnifying party, on the other hand, Tax Contest without the other party’s prior written consent (of Purchaser, which consent shall not be unreasonably withheld withheld, conditioned, or delayed) unless (i) there is no finding or admission of any violation of Law and no effect delayed by Purchaser if Purchaser reasonably determines that such settlement could have a material adverse impact on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim Purchaser or any of its AffiliatesAffiliates (including, without limitation, the Companies) for any Tax period (or portion thereof) after Closing. Purchaser and Representatives of its own choosing shall at Purchaser’s expense have the right to participate fully in (but not to control) all aspects of the prosecution or defense of such claim or Tax Contest if it reasonably determines that such Tax Contest could have a material adverse impact on Purchaser or any of its Affiliates (including, without limitation, the Companies) for any Tax Period (or portion thereof) after Closing. (ii) In the case of a claim or Tax Contest involving the Parent or any of its Subsidiaries which relates to both Excluded Taxes and other items, Purchaser and Parent shall use reasonable efforts to cause such Tax Contest to be split into separate Tax Contests, at least one of which relates solely to Excluded Taxes which shall be governed by Section 5.18(c)(i). Notwithstanding the foregoing, if Purchaser and Parent are unable to split such Tax Contest in accordance with the compromise preceding sentence, Purchaser shall have the right to control any remaining Tax Contest relating to both Excluded Taxes and other items; provided, that: (A) Purchaser shall have first notified Parent in writing of its intention to do so and of the identity of Representatives, if any, chosen by Purchaser in connection therewith; (B) Purchaser shall be liable for any expenses, including fees for outside attorneys and other outside consultants, incurred in connection with any such claim or settlement Tax Contest (other than those incurred by Parent and its Affiliates); (C) with respect to any such claim or Tax Contest, Purchaser must periodically consult, in good faith, with Parent with respect to the conduct of such Third-Party Claim could claim or Tax Contest and shall keep Purchaser reasonably be expected to adversely affect informed regarding the status thereof; and (D) Parent and Representatives of its own choosing, at Parent’s expense, shall have the right to participate fully in (but not control) all aspects of the REIT as a real investment trust within prosecution or defense of such claim or Tax Contest. Notwithstanding the meaning of Section 856 of the Codeforegoing, then the REIT Purchaser shall make not settle any such decision to compromise or settle the Third-Party Claim Tax Contest without the need prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned, or delayed, if such settlement could (i) cause Parent to obtain Two Harbors’ consenthave an indemnification obligation under Section 5.16(a) or (ii) in Parent’s reasonable determination, cause a material adverse impact on Parent or any of its Affiliates (including, without limitation, the Companies) for any Tax period (or portion thereof) on or before Closing. (iii) With respect to a claim or Tax Contest for which Parent is not subject to an indemnification obligation under Section 5.16(a), Purchaser shall have the exclusive right to control, at its own expense, any such claim or Tax Contest involving the Companies (other than any Tax Contest described in Sections 5.16(c)(i) and (ii)).

Claims. (a) At Together, “Purchaser Indemnified Parties” and “Seller Indemnified Parties” are herein referred to as “Indemnified Parties.” The party from whom indemnification is sought shall be referred to herein as the time when “Indemnifying Party.” (b) Upon receipt by the Escrow Agent or by Purchaser on or before the last day of the applicable Indemnification Period of a certificate signed by any Indemnified Party learns of any potential claim under this Agreement (a an “ClaimIndemnification Certificate”): (a) against an indemnifying party, it will promptly give written notice (a “Claim Notice”) stating that with respect to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreementindemnification obligations of Seller or Purchaser, except to the extent that the indemnifying party shall Damages exist in an aggregate amount greater than $50,000 have been materially prejudiced by such failure. Each Claim Notice shall describe incurred; and (b) specifying in reasonable detail the facts known individual items of such Damages included in the amount so stated, the date each such item was paid, or properly accrued or arose, the nature of the misrepresentation, breach of warranty or claim to which such item is related, the Escrow Agent or Purchaser shall, subject to the provisions of this Section 8, pay to the Indemnified Party giving rise (in the case of a Purchaser Indemnified Party, such payment being out of the Escrow Fund), as promptly as practicable, a cash payment equal to such Claim and the amount or good faith estimate of the amount of Losses arising therefromsuch Damages in excess of $50,000. The Indemnified Party shall deliver Escrow Agent will not release any portion of the Escrow Fund to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Purchaser Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which Seller shall not be unreasonably withheld or delayed) unless obligated to fund the Escrow Shortfall (i) there is no finding or admission of if any), and the Purchaser shall not pay Damages to any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Seller Indemnified Party that pursuant to an Indemnification Certificate until the claim in such Indemnification Certificate has reached final disposition or is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentuncontested.

Claims. (a) At the time when any If an Indemnified Party learns intends to seek indemnification pursuant to this Article VII, such Indemnified Party shall promptly notify the Seller or Parent and the Buyer, as the case may be (the "Indemnifying Party"), in writing of any potential such claim under this Agreement (a “Claim”) against an indemnifying partydescribing such claim in reasonable detail; provided, it will promptly give written notice (a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party provide such notice shall not prevent recovery under this Agreementaffect the obligations of the Indemnifying Party unless it is actually prejudiced thereby, except subject, however, to the extent time periods specified in Section 7.1 hereof. In the event that the indemnifying such claim involves a claim by a third party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after against the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified the Indemnifying Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by ten days after receipt of such failure. Any Indemnified Party may at notice to decide whether it will undertake, conduct and control, through counsel of its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous own choosing and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 belowthe settlement or defense thereof, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claimdecides, the Indemnified Party shall cooperate with it in connection therewith; provided, that the indemnifying party Indemnified Party may participate in such settlement or defense through counsel chosen by it; and make available to provided further, that the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials fees and information in expenses of such counsel shall be borne by the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by . Notwithstanding anything in this Section 7.3(a) to the indemnifying party. No compromise or settlement contrary, the Indemnifying Party may, without the consent of such Third-Party Claim may be effected by either the Indemnified Party, on settle or compromise any action or consent to the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission entry of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each judgment which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of a duly executed written release of the Indemnified Party from all liability in respect of such action, which release shall be reasonably satisfactory in form and substance to counsel for the Indemnified Party; provided, that the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any action in any manner that, in the reasonable judgment of the Indemnified Party or its counsel, would materially and adversely affect the Indemnified Party. If the Indemnifying Party does not notify the Indemnified Party within ten days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. So long as the Indemnifying Party is party to contesting any such claim in good faith, the Indemnified Party shall not pay or settle any of its Affiliatessuch claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided, that so long as the Indemnifying Party is contesting such claim in good faith, any such settlement shall include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnifying Party of a duly executed written release of the Indemnifying Party from all liability in respect of such action; and provided further, that in such event it shall waive any right to indemnity therefor by the Indemnifying Party; and provided further, that the Indemnified Party shall provide the Indemnifying Party reasonable advance notice of any proposed settlement or payment and shall not pay or settle any claim if the compromise or settlement of such Third-Indemnifying Party Claim could shall reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentobject.

Claims. (aPromptly after receipt by an indemnified party under this Section 7(c) At of notice of the time when any Indemnified Party learns commencement of any potential action or the initiation of any proceeding (including, without limitation, arbitration), the indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Agreement (a “Claim”) against an Section 7(c), notify the indemnifying partyparty in writing of the commencement thereof; but the failure to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 7(c), it will promptly give written notice (a “Claim Notice”) unless failure to notify prejudices or causes material harm to the indemnifying party; provided that . In case any such action is brought against any indemnified party and such indemnified party notifies any indemnifying party of the failure to so notify commencement thereof, the indemnifying party shall not prevent recovery under this Agreementbe entitled to participate therein and, except to the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the defense thereof with counsel who shall be reasonably satisfactory to such indemnified party and, after notice from the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and indemnified party of its election to so assume the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt defense thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party will not be liable to such indemnified party under this Section 7(c) for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such action, any indemnified party shall have been materially prejudiced by the right to retain his own counsel, but the fees and expenses of such failure. Any Indemnified Party may counsel shall be at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless the expense of whether an actual Loss has been suffered, so long as such indemnified party unless (i) the Indemnified Party indemnifying party and the indemnified party shall in good faith determine that have mutually agreed to the retention of such claim is not frivolous and that the Indemnified Party may be liable forcounsel, or otherwise incur, a Loss as a result thereof. (bii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between them. The indemnifying party shall not be entitledliable for any settlement of any proceeding or claim effected without its written consent, at its own expensebut if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to elect indemnify the indemnified party for, from and against any loss or liability by reason of such settlement or judgment. The indemnified party shall cooperate fully in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”)claim subject to indemnification hereunder and shall, through counsel chosen by the indemnifying party without limiting this duty of cooperation, make himself available for pretrial investigation and reasonably acceptable to the Indemnified Partypreparation, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provideddepositions, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required interviews by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consent's legal counsel.

Claims. (a) At the time when any If an Indemnified Party learns intends to seek indemnification pursuant to this Article VIII, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claim and provide reasonably detail regarding such claim; provided, however, with respect to any indemnity under Section 8.5, such notice shall be provided within 20 days of the Indemnified Party's receipt of written notice of such claim. The Indemnified Party will provide the Indemnifying Party with prompt notice of any potential third party claim under this Agreement (a “Claim”) against an indemnifying party, it will promptly give written notice (a “Claim Notice”) to the indemnifying party; provided that the in respect of which indemnification is sought. The failure to so notify the indemnifying party shall provide either such notice will not prevent recovery under this Agreement, affect any rights hereunder except to the extent that the indemnifying party shall have been Indemnifying Party is materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereofthereby. (b) The indemnifying If such claim involves a claim by a third party shall be entitledagainst the Indemnified Party, the Indemnifying Party may, within 20 days after receipt of such notice and upon notice to the Indemnified Party, assume, through counsel of its own choosing and at its own expense, to elect in accordance with Section 6.04 belowthe settlement or defense thereof, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with it in connection therewith, provided, that the indemnifying party Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party reasonably determines that representation by the Indemnifying Party's counsel of both the Indemnifying Party and make available to the indemnifying partyIndemnified Party may present such counsel with a conflict of interest, at then the indemnifying party’s expense, all witnesses, pertinent records, materials Indemnifying Party shall pay the reasonable fees and information in expenses of the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by 's counsel. Notwithstanding anything in this Section 8.4 to the indemnifying party. No compromise or settlement contrary, the Indemnifying Party may not, without the consent of such Third-Party Claim may be effected by either the Indemnified Party, on settle or compromise any action or consent to the one handentry of any judgment, such consent not to be unreasonably withheld. So long as the Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or the indemnifying party, on the other hand, settle any such claim without the other party’s Indemnifying Party's consent, such consent (which shall not to be unreasonably withheld or delayed) unless withheld. If the Indemnifying Party is not contesting such claim in good faith (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each including if it does not notify the Indemnified Party that is party to of its assumption of the defense of such claim is released from all liability with respect to such claimwithin the 20 day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and (iii) there is no equitable order, judgment or term that the Indemnifying Party shall cooperate with it in any manner affects, restrains or interferes with the business connection therewith. The failure of the Indemnified Party that is party to participate in, conduct or control such claim or defense shall not relieve the Indemnifying Party of any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consentobligation it may have hereunder.

Claims. (a) At If any legal or administrative proceedings shall be instituted or any claim is asserted by any third party in respect of which one of the time when any Indemnified Party learns Parties may be entitled to indemnity hereunder, one or more of the Indemnified Parties will give the Seller Parties (the “Indemnifying Parties”), written notice thereof and copies of any potential documents in its possession that relate to such third-party claim, action or proceeding. A claim under this Agreement (for indemnification for any matter not involving a “Claim”) against an indemnifying party, it will promptly give written third-party claim may be asserted by notice (a “Claim Notice”) to the indemnifying party; provided that party from whom indemnification is sought and shall be paid promptly after such notice. A delay in giving notice to the failure to so notify Indemnifying Parties shall only relieve the indemnifying party shall not prevent recovery under this Agreement, except Indemnifying Parties of liability to the extent that the indemnifying party shall have been materially prejudiced Indemnifying Parties suffer actual prejudice because of the delay by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereofParties. (b) The indemnifying party Indemnifying Parties shall be entitledhave the right, at its own their option and expense, to elect participate in accordance the defense of such a proceeding or claim, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with Section 6.04 belowthe Indemnified Parties, unless the proceeding or claim involves only money damages and the Indemnifying Parties: (i) irrevocably acknowledge in writing responsibility for and agree to indemnify the Indemnified Parties for such damages; and (ii) furnish satisfactory evidence of their financial ability to indemnify the Indemnified Parties, in which case the Indemnifying Parties may assume such control through counsel of their choice and at their expense ((i) and (ii), the “Defense Conditions”); provided that the (y) Indemnified Parties shall have the right, at their option and expense, to assume participate in the defense of such a proceeding or claim, and control (z) the Indemnifying Parties shall not settle such claim or litigation without the prior written consent of the Indemnified Parties, such consent not to be unreasonably withheld or delayed. (c) Notwithstanding the foregoing, if: (i) the Indemnifying Parties fail to fulfill the Defense Conditions; or (ii) the Indemnified Parties shall in good faith determine that: (x) the conduct of the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen claim subject to indemnification hereunder or any proposed settlement of any such claim by the indemnifying party and Indemnifying Parties could reasonably acceptable be expected to affect adversely any Indemnified Parties’ reputation, liability or its ability to conduct its business or that imposes, or may impose, any liability, obligation or restriction upon any of the Indemnified Parties, including any Tax liability, without the prior written consent of such Indemnified Party; (y) that the proceeding could result in a criminal proceeding, if it gives written notice of its intention to do so to the Indemnified Party within thirty allegation or investigation against it; or (30z) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate have available to them one or more defenses or counterclaims that are inconsistent with one or more of those that could reasonably be available to the Indemnifying Parties in respect to such defense at their own expense. Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake claim or any such defense against a Third-Party Claimlitigation relating thereto, the Indemnified Party shall cooperate with have the indemnifying party in right to assume control over the defense, settlement, negotiations or litigation relating to any such defense and make available to the indemnifying party, claim at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in sole cost of the Indemnifying Parties; provided that the Indemnified Party’s possession Parties shall not settle such claim or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, litigation without the other party’s prior written consent (which shall of the Indemnifying Parties, such consent not to be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any . The parties agree to provide each other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that reasonable cooperation in any manner affects, restrains or interferes connection with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoingdefense, if the compromise negotiation or settlement of any such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise proceeding or settle the Third-Party Claim without the need to obtain Two Harbors’ consentclaim.

Claims. (a) At In the time when event that any Indemnified Party learns of seeks to assert any potential claim under this Agreement pursuant to Section 9.3(a), other than a Third Party Claim (a “Direct Claim”), such Indemnified Party shall promptly, but in no event more than thirty (30) against an indemnifying partycalendar days following the Indemnified Party’s receipt of information sufficient for the Indemnified Party to conclude that there has occurred a failure of the type contemplated by Section 9.3(a), it will promptly give provide the Stockholder Representative with a written notice thereof (a “Direct Claim Notice”) ). Failure of the Indemnified Party to the indemnifying party; provided that the failure to so notify give such notice will not relieve the indemnifying party shall not prevent recovery under this Agreementfrom its indemnification obligations hereunder, except to the extent that the indemnifying party shall have been is actually and materially prejudiced by such failurethereby. Each Direct Claim Notice shall describe in reasonable detail the facts known to basis asserted by the Indemnified Party giving rise to for such claim (the “Claim and Basis”), specify the amount or good faith estimate the estimated amount, in Dollars, of Losses actually incurred or paid by the Indemnified Party as a result of the amount of Losses arising therefrom. The Claim Basis, to the extent then ascertainable (the “Claim Amount”), and include all available documentation supporting the Claim Basis and Claim Amount. (b) In the event that any written claim or demand for which the Escrow Fund may be available to compensate any Indemnified Party under Section 9.3(a) is asserted against any Indemnified Party by a third party (a “Third Party Claim”), such Indemnified Party shall deliver to the indemnifying partypromptly, promptly after the but in no event more than thirty (30) calendar days following such Indemnified Party’s receipt thereofof such Third Party Claim, copies of all notices and documents provide the Stockholder Representative with a written notice thereof (including court papers) received by such a “Third Party Claim Notice”); provided, however, that if the Indemnified Party relating to receives a Third-complaint, petition or any other pleading in connection with such Third Party Claim which requires the filing of an answer or other responsive pleading, the Indemnified Party shall provide the Stockholder Representative with the Third Party Claim Notice, together with a copy of such pleading, at least ten (as defined below10) calendar days prior to the date a responsive pleading thereto is required to be filed (or promptly upon receipt by the Indemnified Party, if the Indemnified Party receives such complaint, petition or other pleading within such ten (10) calendar day period); provided that failure . Failure of the Indemnified Party to do so shall give such notice will not prevent recovery under this Agreementrelieve the indemnifying party from its indemnification obligations hereunder, except to the extent that the indemnifying party is actually and materially prejudiced thereby. Each Third Party Claim Notice shall attach a copy of such Third Party Claim, describe in reasonable detail the Claim Basis for such claim, specify the Claim Amount for such Third Party Claim and include all available documentation supporting the Claim Basis and Claim Amount. (c) The Stockholder Representative shall have been materially prejudiced by such failure. Any Indemnified thirty (30) calendar days after receipt of each Third Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as Notice (the “Defense Determination Period”) to notify the Indemnified Party shall in good faith determine that such claim is not frivolous and that of its election to defend the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control against such Third Party Claim. In the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by event that the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to Stockholder Representative notifies the Indemnified Party within thirty (30) days the Defense Determination Period of such election, the receipt of Stockholder Representative shall have the applicable Claim Noticeright to defend the Indemnified Party by appropriate proceedings and shall have the power to direct and control such defense; provided, however, that the Stockholder Representative may not assume control of the defense to a Third Party Claim (i) involving any criminal proceeding, action, indictment, allegation or investigation, or in which relief other than monetary damages is sought; (ii) involving the Company’s Intellectual Property or the alleged misuse, infringement, misappropriation or violation of any third party’s Intellectual Property or (iii) if the Stockholder Representative has not notified the Indemnified Parties may at all times participate Party in such defense at their own expense. Without limiting the foregoing, in the event writing that the indemnifying party exercises Holders will be liable to indemnify the right Indemnified Party with respect to undertake any all Losses relating to such defense against a Third-Third Party Claim, subject to the limitations of Section 9.3. Once the Stockholder Representative has made such election, (i) the Indemnified Party shall cooperate with have the indemnifying party right, but not the obligation, to participate in any such defense, at its sole expense (provided, however, that the Indemnified Party shall be entitled to participate in any such defense and make available with separate counsel at the expense of the Holders if (A) so requested by the Stockholder Representative to participate or (B) in the written opinion of outside counsel to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in Indemnified Party a conflict or potential conflict exists between the Indemnified Party’s possession or under Party and the Holders that would make such separate representation advisable; provided, further, that the Holders shall not be required to pay for more than one such counsel for all Indemnified Party’s control relating thereto as is reasonably required by Parties in connection with any Third Party Claim), and (ii) the indemnifying party. No compromise or settlement Stockholder Representative shall not, without the prior written consent of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) settle such Third Party Claim unless (i1) there is no finding or admission the claimant provides an unqualified release of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each the Indemnified Party that is party to such claim is released Parties from all liability with in respect of such Third Party Claim, (2) such settlement does not involve any injunctive relief binding upon the Indemnified Parties or any of their Affiliates, (3) such settlement does not encumber any of the material assets of any Indemnified Party or their Affiliates or impose any restriction or condition that would apply to such claim, or materially affect any Indemnified Party or the conduct of any Indemnified Party’s business and (iii4) there is no equitable order, judgment such settlement does not involve any admission of liability or term that in wrongdoing by any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding . (d) In the foregoingevent that the Stockholder Representative fails to notify the Indemnified Party prior to the expiration of the Defense Determination Period of its election to defend the Indemnified Party against the Third Party Claim, if (i) the compromise or settlement Indemnified Party shall assume its own defense, and all reasonable, actual costs and expenses (including reasonable attorneys’ fees and expenses) incurred by such Indemnified Party in connection with such defense shall constitute “Losses” to the extent, but only to the extent, that such Indemnified Party is entitled to indemnification pursuant to this Article IX in respect of such Third-Third Party Claim could reasonably be expected to adversely affect Claim, and (ii) the status Indemnified Party shall not, without the consent of the REIT as a real investment trust within the meaning of Section 856 of the CodeStockholder Representative (which consent shall not be unreasonably withheld), then the REIT shall make settle such decision to compromise or settle the Third-Third Party Claim without the need to obtain Two Harbors’ consentClaim.