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. (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 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 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 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 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 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 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 learns As promptly as is reasonably practicable after becoming aware of any potential a claim for indemnification under this Agreement (not involving a “Claim”) against an indemnifying partyclaim, it will promptly or the commencement of any suit, action or Proceeding, of the type described in Section 12.7, the Indemnified Person shall give written notice (a “Claim Notice”) to the indemnifying party; provided Indemnifying Person of such claim, which notice shall specify the material facts alleged to constitute the basis for such claim, including, if applicable, the representations, warranties, covenants and obligations alleged to have been breached, if known, and the amount (if known) that the Indemnified Person seeks hereunder from the Indemnifying Person, together with such information (to the extent known by the Indemnified Person) as may be necessary for the Indemnifying Person to determine that the limitations in Section 12.4 have been satisfied or do not apply; provided, that, the failure of the Indemnified Person to so notify the indemnifying party give such notice shall not prevent recovery relieve the Indemnifying Person of its obligations under this Agreement, Article XII except to the extent (if any) that the indemnifying party shall have Indemnifying Person demonstrates that it has been materially prejudiced thereby. Unless it would reasonably be expected that the Indemnified Person will be prejudiced by such failure. Each Claim Notice shall describe in reasonable detail two-week delay, for a period of at least two weeks from the facts known date the Indemnifying Person receives the written notice of a claim pursuant to this Section 12.6, the Indemnified Party giving rise to such Claim Person and the amount or good faith estimate Indemnifying Person shall consult with each other regarding resolution of the amount of Losses arising therefrom. The Indemnified Party shall deliver such claim and attempt to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by resolve such Indemnified Party relating to a Third-Party Claim (as defined below)claim; 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 neither party shall be entitled, at obligated to take or refrain from taking any action to enforce 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’ consentrights.

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 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. (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. 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 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 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 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 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; provided, further, that, notwithstanding the foregoing clauses (i) and (ii), if any RemainCo Indemnitee asserts a claim under Section 5.3(v), the applicable Indemnified Parties shall be entitled to participate in any defense of such claim with counsel of their own choice at the expense of the Indemnifying Party. 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, and in addition to the obligations of the Parties in ARTICLE VI, 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 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 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 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. (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. (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 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 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. (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 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. 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. (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 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 Indemnifying Person is materially prejudiced thereby. The Claim Notice shall set forth in reasonable detail the right facts and circumstances giving rise to undertake any such defense against a Third-Party Claimclaim for indemnification (to the extent known by the Indemnified Person) and the amount of Losses suffered or incurred or that the Indemnified Person reasonably believes it will or may suffer or incur. (b) If the Indemnifying Person does not object in writing to such claim within ten (10) Business Days after receiving such Claim Notice, it shall be conclusively established for purposes of this Agreement that such claim is within the scope of and subject to indemnification 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 ten (10) 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 ten (which shall not be unreasonably withheld or delayed10) 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 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 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. 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 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 Subject to the time when any procedures set forth in Section 2.12 and the survival limitations set forth in Section 8.1, an Indemnified Party learns of any potential claim under this Agreement (may deliver to the Securityholders’ Representative a “Claim”) against an indemnifying party, it will promptly give written notice certificate signed by the Indemnified Person (a “Claim NoticeCertificate”): (i) to the indemnifying party; provided stating that the failure Indemnified Party has a claim for Losses; (ii) stating the amount of such Losses (which, in the case of Losses not yet incurred, paid, reserved or accrued, may be the amount reasonably anticipated by the Indemnified Party to so notify the indemnifying party shall not prevent recovery under this Agreementbe 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); and (iii) specifying in reasonable detail (based upon the facts known information then possessed by the Indemnified Party) the individual items of such Losses included in the amount so stated and the nature of the claim to which such Losses are related. If the Escrow Fund is available for indemnification, at the time of delivery of any Claim Certificate to the Securityholders’ Representative, a duplicate copy of such Claim Certificate shall be delivered to the Escrow Agent and for a period of forty-five (45) calendar days after such delivery to the Securityholders’ Representative of such Claim Certificate, the Escrow Agent shall make no payment pursuant to this Section 8.7 unless the Escrow Agent shall have received written authorization from the Securityholders’ Representative to make such delivery. (b) If the Securityholders’ Representative does not contest, by written notice to the Indemnified Party giving rise and, if the Escrow Fund is available for indemnification, the Escrow Agent, any claim or claims by the Indemnified Person made in any Claim Certificate within the forty-five (45) calendar day period provided in Section 8.7 then (i) if the Escrow Fund is available for indemnification, the Escrow Agent shall distribute cash from the Escrow Fund in an amount equal to such Claim and the amount or good faith estimate of the amount of any Losses arising therefrom. The corresponding to such claim or claims as set forth in such Claim Certificate and (ii) if the Escrow Fund is not available for indemnification, then, subject to Section 8.4, Parent may setoff such Losses against any payment of Milestone Consideration pursuant to Section 8.11. (c) If the Securityholders’ Representative objects in writing to any claim or claims by the Indemnified Party made in any Claim Certificate within such forty-five (45) calendar day period, the Indemnified Party and the Securityholders’ Representative shall deliver to the indemnifying party, promptly attempt in good faith for forty-five (45) calendar days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating written objection 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 resolve such failureobjection. 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 If the Indemnified Party and the Securityholders’ Representative shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if the Escrow Fund is available for indemnification, delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute cash from the Escrow Fund in accordance with the terms of such memorandum. (d) If no such agreement can be reached during the 45-calendar day period for good faith determine that negotiation, but in any event upon the expiration of such claim is not frivolous and that 45-calendar day period, either the Indemnified Party or the Securityholders’ Representative may be liable for, or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, at its own expense, seek to elect resolve the matter through litigation brought 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’ consent10.8.

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 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. 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 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 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 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. (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. 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. 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 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. 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 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. 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 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 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. (a) At From time to time during the time when Claims Period, Acquirer may deliver to the Converting Holders’ 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 an 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 which 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); 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. (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, Converting Holders’ 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 Promptly after the time when assertion by any Indemnified Party learns third Person of any potential claim under this Agreement (a “Third Party Claim”) against any Person entitled to indemnification under this Section 10 (the “Indemnitee”) that results or may result in the incurrence by such Indemnitee of any Loss for which such Indemnitee would be entitled to indemnification pursuant to this Agreement, such Indemnitee shall promptly notify the parties from whom such indemnification could be sought (the “Indemnitors”) of such Third Party Claim, in addition to the Escrow Agent; provided, and notwithstanding anything to the contrary set forth herein, the failure to give timely notice in accordance herewith shall not affect or limit the Indemnitor’s obligations under Section 10.2 unless and only to the extent such failure materially prejudiced the Indemnitor’s rights or interests. Any Indemnitee shall have the right to employ separate counsel in any such Third Party Claim and to participate in the defense thereof, but the fees and expenses of such counsel shall not be an indemnifying partyexpense of the Indemnitor unless: (i) the Indemnitor shall have failed, within a reasonable time after having been notified by the Indemnitee of the existence of such Third Party Claim as provided in the preceding sentence, to assume the defense of such Third Party Claim; (ii) the employment of such counsel has been specifically authorized by the Indemnitor in the case of all Third Party Claims with respect to which a Purchaser Indemnified Party seeks indemnification under subsection 10.2(a) above; or (iii) there is reasonably likely to exist a conflict of interest that would make it inappropriate (in the judgment of the Indemnitee in its reasonable discretion) for the same counsel to represent both the Indemnitee and Indemnitor. If the Indemnitor assumes the defense of a Third Party Claim, it will promptly give conduct the defense actively and diligently. The Indemnitor shall not, without the Indemnitee’s prior written notice consent (a “not to be unreasonably withheld), settle or compromise any Third Party Claim Notice”) or consent to the indemnifying party; provided that entry of any judgment with respect to any Third Party Claim, unless the failure to so notify settlement or compromise requires solely the indemnifying party shall not prevent recovery under this Agreement, except payment of monetary damages and the claimant or plaintiff unconditionally releases the Indemnitee from all Liability with respect 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 Third 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 thereofClaim. (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 In the event that the indemnifying party exercises Indemnitor, within ten (10) days after notice from the Indemnitee of any such Third Party Claim, does not assume the defense thereof, the Indemnitee shall have the right to undertake any such defense against a Third-Party Claimthe defense, 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-action, claim or proceeding for the account of the Indemnitor, subject to the right of the Indemnitor to assume thereafter the defense of such action, claim or proceeding at any time prior to the settlement, compromise or final determination thereof. (c) If an Indemnitee determines in good faith that there is a reasonable probability that any such Third Party Claim may adversely and materially affect it or its Affiliates other than as a result of monetary damages for which it or its Affiliates would be entitled to indemnification under this Agreement, such Indemnitee may, at its sole cost and expense, by notice to the Indemnitor, assume the exclusive right to defend, compromise or settle such Third Party Claim, but as to Indemnitor’s obligation to the Indemnitee pursuant to this Section 10 the Indemnitor will not be bound by any determination of such Third Party Claim so defended or any compromise or settlement effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s its consent (which shall may not be unreasonably withheld or delayed). (d) unless (i) there is no finding or admission An Indemnitor assuming the defense of any violation Third Party Claim shall keep the Indemnitee reasonably informed at all times of Law the progress and no effect on development of Indemnitor’s defense of and compromise efforts related to such Third Party Claim, and shall furnish the Indemnitee with copies of all relevant pleadings and correspondence. In addition, Indemnitee and the Indemnitor shall cooperate with each other, make available personnel for interviews, discovery and court appearances, and make available to each other and their legal counsel and other designated agents and representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any other claims that may be made against Third Party Claim. (e) If the claim for Losses does not arise from a Third Party Claim (a “Non-Third Party Claim”), the Indemnitor shall have thirty (30) days after receipt of notice of such other party, (ii) each Indemnified Non-Third Party that is party Claim from the Indemnitee to object to such claim is released from by giving notice to the Indemnitee specifying the reasons for such objection or objections. If the Indemnitor has not so objected to the Non-Third Party Claim as of the close of business on such thirtieth (30th) day, the total amount of the Non-Third Party Claim shall thereupon become chargeable to and payable by the Indemnitor in accordance with the terms and conditions of this Section. If the Indemnitor objects timely to the Non-Third Party Claim and the Indemnitor and the Indemnitee(s) are unable to settle any such dispute, both Persons shall have all liability with respect to such claimrights and remedies at law or in equity, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with either the business of the Indemnified Party that is party to such claim Indemnitor or any of its Affiliates. Notwithstanding Indemnitee may commence an action or proceeding to resolve such dispute and determine any amounts due hereunder from 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’ consentIndemnitor.

Claims. (a) At Any party or any of its Affiliates seeking indemnification hereunder (in this context, the time when any Indemnified Party learns "indemnified party") shall notify the other party (in this context, the "indemnifying party") in writing (the "Claim Notice") of any potential claim Claim with respect to which the indemnified party claims indemnification hereunder. Any Claim Notice delivered under this Agreement Section 10.5 shall: (i) state that an indemnified party has determined in good faith that it has a “Claim”bona fide claim for indemnification pursuant to this Section 10; ASSET PURCHASE AGREEMENT (ii) against an indemnifying partystate the amount of such indemnifiable Losses (which, it will promptly give written notice in the case of indemnifiable Losses not yet incurred, paid, reserved or accrued, may be the maximum amount reasonably anticipated by Buyer in good faith to be incurred, paid, reserved or accrued); and (a “Claim Notice”iii) 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 specifying in reasonable detail (based upon the information then possessed by Buyer) the material facts known to the Indemnified Party indemnified party giving rise to such claim. No delay in providing such Claim Notice within the applicable Survival Period shall affect an indemnified party's rights hereunder, unless (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 then only to the extent that that) the indemnifying applicable indemnified party shall have been is 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 If the indemnifying party shall be entitled, at its own expense, object 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”)including the amount of indemnifiable Losses relating to such Claim) stated in a Claim Notice, through counsel chosen by the indemnifying party and reasonably acceptable shall, prior to 30 days following the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the indemnifying party's receipt of the applicable Claim Notice; provided, howeverdeliver to the indemnified party a notice (an "Indemnifying Party's Notice") specifying (x) the claims and, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoingif applicable, in the event that amounts to which the indemnifying party exercises objects and (y) in reasonable detail (based upon the right to undertake any such defense against a Third-Party Claiminformation then possessed by the indemnifying party), the Indemnified Party nature and basis for each such objection. If the indemnified party shall cooperate not have received an Indemnifying Party's Notice objecting to any claim or amount claimed with respect to a Claim prior to 30 days following the indemnifying party's receipt of the applicable Claim Notice, the indemnifying party shall be deemed to have acknowledged the correctness of the amount claimed in such defense Claim Notice with respect to such Claim. (c) If the indemnifying party provides, prior to 30 days following the indemnifying party's receipt of the applicable Claim Notice, an Indemnifying Party's Notice to the indemnified party objecting to any Claim (including the amount of indemnifiable Losses relating to such Claim) stated in a Claim Notice, the indemnified party and make available to the indemnifying party, at acting in good faith, shall attempt to reach agreement with respect to the contested portions of such Claim. If the indemnified party and the indemnifying party’s expenseparty should so agree, a written memorandum setting forth such agreement shall promptly be prepared and signed by Buyer and Seller, on behalf of all witnesses, pertinent records, materials indemnified and information in indemnifying parties. (d) If the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by indemnified party and the indemnifying party. No compromise or settlement party are unable to reach agreement with respect to any contested Claim within 30 days of such Third-Party Claim may be effected by the delivery of the Indemnifying Party's Notice, either the Indemnified Party, on the one hand, indemnified party 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 party may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability commence legal proceedings with respect to such claimdisputed items. (e) If Buyer receives payment, and (iiior exercises its set off rights for indemnification under Section10.4(c) there is no equitable orderof this Agreement, judgment or term that in for 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 Losses arising from a real investment trust within the meaning breach by Seller of Section 856 of 5.15 (Accounts and Other Receivables) with respect to accounts receivable included in the CodeAssets that are not collected by Buyer, then such uncollected accounts receivable shall be deemed automatically assigned back to Seller and Seller may seek to collect such accounts receivable directly from the REIT customer and Buyer shall make such decision reasonably cooperate with Seller, at Seller's expense, to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consent.facilitate collection thereof. ASSET PURCHASE AGREEMENT

Claims. (a) At Any party seeking indemnification hereunder (the time when "INDEMNIFIED PARTY") shall promptly notify the other party hereto obligated to provide indemnification hereunder (the "INDEMNIFYING PARTY") of any action, suit, proceeding, demand or breach (a "CLAIM") with respect to which the Indemnified Party learns claims indemnification hereunder, PROVIDED that failure of the Indemnified Party to give such notice shall not relieve any potential claim Indemnifying Party of its 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, Article 10 except to the extent extent, if at all, that the indemnifying party such Indemnifying Party shall have been materially prejudiced by thereby. If such failure. Each Claim Notice shall describe in reasonable detail the facts known relates to any action, suit, proceeding or demand instituted against the Indemnified Party giving rise by a third party (a "THIRD PARTY CLAIM"), upon receipt of such notice from the Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim, and if and only if each of the following conditions is satisfied, 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: (i) the Indemnifying Party confirms in writing that it is obligated hereunder to indemnify the Indemnified Party 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 10.6, (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 the applicable Claim Notice; provided, however, that the Indemnified Parties may at Indemnifying Party is released in writing from all times participate in liability with respect to such defense at their own expense. Without limiting the foregoing, in Third Party Claim. (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 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 Upon the time when occurrence of any event that a party hereto (the "Indemnified Party") asserts to be the basis for a claim for indemnification against the other party (the "Indemnifying Party") under this Article VIII (a "Claim"), the Indemnified Party learns of any potential claim under this Agreement (a “Claim”) against an indemnifying party, it will shall promptly give written notice (a “"Claim Notice”") to the indemnifying partyIndemnifying Party thereof in writing, which Claim Notice shall set forth (i) a particular description of the event or condition that is the basis for the Claim; provided that and (ii) the amount reasonably necessary to satisfy such Claim; provided, that, the failure to so notify the indemnifying party an Indemnifying Party shall not prevent recovery under this Agreement, relieve the Indemnifying Party of its obligations hereunder except to the extent that (and only to the indemnifying party extent that) such failure shall have caused the Losses for which the Indemnifying Party is obligated to be greater than such Losses would have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to had the Indemnified Party giving rise to such Claim and given 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 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 thereofprompt notice hereunder. (b) The indemnifying party If the Claim involves the claim of any third Person (a "Third-Party Claim"), the Indemnifying Party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, have the right to assume and control the defense of any Claim based on claims asserted by third parties (“the Third-Party Claims”), through Claim at such Indemnifying Party's expense with counsel chosen by the indemnifying party and of its own choice reasonably acceptable satisfactory to the Indemnified Party, if it gives written notice of its intention to do so to long as the Indemnifying Party notifies the Indemnified Party of such defense in writing within thirty (30) days after the Indemnified Party has given notice of the receipt Third-Party Claim; provided that, prior to the Indemnifying Party assuming control of such defense it shall first notify the Indemnified Party in writing that such Indemnifying Party shall be fully responsible (with no reservation of any rights) for all Losses relating to such Claim (but subject to the dollar limitations otherwise set forth herein) and that it shall provide indemnification (whether or not otherwise required hereunder but subject to the dollar limitations otherwise set forth herein) to the Indemnified Party with respect to such Claim; and provided further that: (i) the Indemnified Party may retain separate co-counsel, at its sole cost and expense, and participate in the defense of the applicable Claim NoticeThird-Party Claim, except that, notwithstanding the foregoing, the Indemnifying Party shall pay all reasonable fees and expenses of such separate counsel if the Indemnified Party has been advised by counsel that a conflict of interest exists between the Indemnifying Party and Indemnified Party; providedand (ii) notwithstanding the foregoing provisions of this Section 8.6(b), howeverthe Indemnifying Party shall not be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnified Party) if (A) the claim for indemnification relates to or arises in connection with any criminal or quasi criminal proceeding, action, indictment, allegation or investigation; (B) the claim seeks an injunction or equitable relief against the Indemnified Party; (C) the Indemnified Party has been advised by counsel that a conflict of interest exists between the Indemnifying Party and the Indemnified Party; (D) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim; (E) the Indemnified Parties may Party reasonably believes that the Losses relating to such claim for indemnification to be paid by the Indemnified Party (taking into account the dollar limitations otherwise set forth herein) would exceed the amount of Losses relating to such claim for indemnification to be paid by the Indemnifying Party (taking into account the dollar limitations otherwise set forth herein); or (F) the Third Party Claim involves one of the Company's customers or suppliers and the Indemnified Party reasonably believes that (and notifies Seller in writing to the effect that) an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification, or the defense thereof by the Indemnifying Party, would reasonably be expected to be materially detrimental to the Indemnified Party's relationship with such customer or supplier. In the event (x) the Indemnifying Party does not have the right to assume and control the defense of a Third-Party Claim pursuant to this Section 8.6(b)(ii), then the Indemnifying Party shall have the right to retain separate counsel, at all times its sole cost and expense, and participate in the defense of the Third-Party Claim and (y) the Indemnifying Party does not have the right to assume and control the defense of a Third-Party Claim by virtue of clause (F) of this Section 8.6(b)(ii), then the Indemnifying Party shall only be responsible for 85% of the Losses in respect of such Third Party Claim that Seller would otherwise be responsible for (and Purchaser or the Company shall bear the other 15%). (c) So long as the Indemnifying Party has assumed and is conducting the defense at their own expenseof the Third-Party Claim pursuant to Section 8.6(b): (i) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed), unless the judgment or proposed settlement involves only the payment of money damages by the Indemnifying Party and does not impose an injunction or other equitable relief upon the Indemnified Party, and (ii) the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed). (d) In the event the Indemnifying Party does not or does not have the right to, assume and control the defense of the Third Party Claim pursuant to Section 8.6(b), the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with or obtain any consent from the Indemnifying Party in connection therewith). Without limiting the foregoingHowever, in the event that the indemnifying party exercises Indemnifying Party does not have the right to undertake assume and control the defense of a Third-Party Claim by virtue of clause (F) of Section 8.6(b)(ii) above, and the parties agree or a court of competent jurisdiction has determined that any settlement entered into by the Indemnified Party and its customer or supplier in connection therewith was not on commercially reasonable terms, then the Indemnifying Party shall only be responsible for the lesser of (i) 85% of the total amount of such defense against settlement, and (ii) 100% of the amount of the settlement that the parties agreed upon or the aforementioned court determined was commercially reasonable (subject to the dollar limitations otherwise set forth herein). (e) Whenever the Indemnified Party shall have given a Claim Notice to the Indemnifying Party that does not involve a Third-Party Claim, the Indemnified Indemnifying Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying partymay, 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 within thirty (30) days after receipt of such Third-Party Claim may be effected by either Notice, notify 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 the Indemnifying Party disputes the Claim for indemnification set forth in such Claim Notice (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 claim is released from all liability thirty (30) day period, the Claim shall be deemed valid, and the Indemnifying Party shall be obligated to pay to the Indemnified Party the amount specified in the Claim Notice 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’ consentClaim.

Claims. If a claim under the indemnities set forth in Sections 8.02 or 8.03 above is to be made by an indemnified party in connection with any third party claim asserted against such indemnified party, the indemnified party shall promptly notify the indemnifying party of such claim. The indemnifying party shall have 30 days after receipt of such notice to undertake, conduct and control, through counsel of its own choosing (subject to the consent of the indemnified party, such consent not be unreasonably withheld) and at its expense, the settlement or defense of such third party claim, and the indemnified party shall cooperate in connection therewith; provided that (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 Agreementthereby permit to exist any lien, except to encumbrance or other adverse charge upon any asset of the extent that indemnified party arising as a result of such third party claim unless such lien, encumbrance or charge is being contested in good faith by appropriate proceedings, and (b) the indemnifying party shall have been materially prejudiced by permit the indemnified party to participate in 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 settlement 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 indemnified party, provided that the fees and expenses of such counsel shall be borne by the indemnified party. The indemnified party shall not pay or settle any third party claim without first notifying the indemnifying party and reasonably acceptable providing the indemnifying party with the option, for 30 days 24 29 following receipt of such notice, to the Indemnified Party(i) admit in writing its liability for such claim, 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; providedhas not already done so, 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 if liability is party to such claim is released from all liability with respect to such claimso admitted, and (iii) there is no equitable orderreject, judgment or term that in any manner affectsits reasonable judgment, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliatesproposed settlement. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected indemnified party 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 any such third party claim to the Third-Party Claim without extent, but only to the need extent, that such settlement provides for payments of money; provided that in such event it shall waive any right to obtain Two Harbors’ consentindemnity therefor by the indemnifying party.

Claims. (a) At the time when any Upon receipt by an Indemnified Party learns of any potential claim Notice of a Third Party Claim with respect to a matter for which such Indemnified Party is indemnified under this Agreement (Article 10 which has, or is reasonably expected to, give rise to a “Claim”) against an indemnifying partyclaim for Losses, it will promptly the Indemnified Party shall as soon as practicable notify 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 written notice (a “Claim Notice”) Notice to the indemnifying partyIndemnifying 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 (i) describe such Third Party Claim in reasonable detail including the sections of this Agreement which form the basis for such claim; provided 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, (ii) attach copies of all substantive written evidence thereof and the amount or good faith (iii) 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 ; PROVIDED that such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so estimate shall not prevent recovery under this Agreement, except be binding or used in place of the actual amount of Losses subject 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 thereofIX. (b) The indemnifying party Except for actions involving alleged infringement or dilution arising from the use of the Citi Marks, the Indemnifying Party shall be entitledhave five (5) 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 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 applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, if it gives written notice 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 the receipt of the applicable Claim Noticeany such Third Party Claim; providedPROVIDED, howeverHOWEVER, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoingIndemnifying Party 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-Third Party Claim, Claim without the prior written consent of 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 consent will not be unreasonably withheld or delayed) unless (i) there is no finding the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or admission of any violation of Law and no effect on any other claims that may be made against such other partyclaimant in the matter releases the Purchaser Indemnified Parties or Seller Indemnified Parties, (ii) each Indemnified Party that is party to such claim is released as applicable, from all liability with respect thereto. (d) Notwithstanding an election to such claimassume the defense of any action or proceeding, and (iii) there is no equitable orderexcept for actions involving alleged infringement or dilution arising from the use of the Citi Marks, judgment or term that in any manner affects, restrains or interferes with the business of 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 is party 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) The Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this Article 10, keep such claim 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) Except for actions involving alleged infringement or any dilution arising from the use of its Affiliates. Notwithstanding the foregoingCiti Marks, if the Indemnifying Party receiving such Notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.02(a), 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 Party shall not settle, compromise or settlement of discharge, or admit any liability with respect to, 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 or settle the Third-Third Party Claim without the need written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed). (g) Notwithstanding any other provision of this Section 9.02, in the event a Third Party Claim under this Article 9 is asserted alleging infringement or dilution arising from the use of the Citi Marks, (i) Citigroup shall, and shall have the sole right to, defend or otherwise resolve such Third Party Claim, and (ii) subject to obtain Two Harbors’ consent7.02(d), Licensee shall at Citigroup's request promptly phase out use of such challenged Citi Mark(s) in the relevant jurisdictions(s) if in Citigroup's reasonable ▇▇▇gment there exists colorable grounds for such third party claim.

Claims. (a) At Any party seeking indemnification hereunder (the “Indemnified Party”) shall promptly notify the other party hereto obligated to provide indemnification hereunder (the “Indemnifying Party”) of a claim with respect to which the Indemnified Party claims indemnification hereunder, provided that failure of the Indemnified Party to give such notice shall not relieve any Indemnifying Party of its obligations under this Article 10 except to the extent, if at all, that such Indemnifying Party shall have been prejudiced thereby, and further provided, that in any event notice of a claim shall be given within the time when limitations specified in Section 10.1, if applicable. If such claim relates to any action, suit, proceeding, claim or demand instituted against the Indemnified Party learns of any potential claim under this Agreement by a third party (a “Third Party Claim”) against ), upon receipt of such notice from the Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim, and if and only if each of the following conditions is satisfied, the Indemnifying Party may assume the defense of such Third Party Claim, and in the case of such an indemnifying party, it will promptly give written notice (a “Claim Notice”) to assumption 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 Indemnifying Party shall have been materially prejudiced by the authority to negotiate, compromise and settle such failure. Each Claim Notice shall describe Third Party Claim: (i) the Indemnifying Party confirms in reasonable detail the facts known writing that it is obligated hereunder 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 10.3, (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 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 without the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto prior written consent unless as is reasonably required by the indemnifying party. No compromise or settlement part of such Third-Party Claim may be effected by either settlement 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 in writing from all liability with respect to such claimThird Party Claim, (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iii) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom of practice adverse to the continuing business interests of the Indemnified Party, and (iiiiv) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business Indemnifying Party conducts the defense of the Indemnified Third Party Claim actively and diligently. (c) In the event one party hereunder should have a claim for indemnification that is does not involve a Third Party Claim, the party to seeking indemnification shall promptly send notice of such claim or any of its Affiliatesto the other party. Notwithstanding If the foregoinglatter disputes such claim, if the compromise or settlement of such Third-Party Claim could reasonably dispute shall be expected to adversely affect the status resolved by agreement 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 parties or settle the Third-Party Claim without the need to obtain Two Harbors’ consentby arbitration pursuant hereto.

Claims. (a) At If, at any time, a Party or Parties (herein, whether one or more, a "Notifying Party") believes that it has incurred or suffered or that it will incur or suffer liabilities, losses or costs (herein collectively "Damages") because of the time when any Indemnified Party learns incorrectness or breach of a representation or warranty in Article 3 or 4 (whether as of the date hereof or at the Closing Time) or the certificates delivered by the Company pursuant to Section 6.1 and 6.2 hereof, or the breach of any covenant set forth in Section 2.3(d), 8.1, 8.4, 8.5, 9.3 or 9.6 or this Section 9.1 or Articles 10, 11 or 13, or any amount of Taxes or Alberta Crown Royalties finally established by a Court of competent jurisdiction, or agreed by the Representative to be payable by the Company as the result of an Assessment as contemplated in Section 9.6, or any such amount paid in good faith by the Company or the Purchaser (without the consent of the Representative) with respect to an Assessment as contemplated in Sections 9.6(b) and (d), or any claim by Jefferies for indemnification pursuant to the Jefferies Indemnification Letter as the case may be, or the fraud of the Company or any of the Vendors, as the result of which it has an actual or potential claim under this Agreement for Damages or amounts or that for any other reason it has any claim hereunder (each such claim being referred to as a “"Contractual Claim”) against an indemnifying party"), it will promptly the Notifying Party shall forthwith give written notice (a “herein the "Claim Notice”") to the indemnifying other Parties (herein, whether one or more, the "Receiving Party") and to the Escrow Agent of the matter giving rise to the Contractual Claim. The notification shall specify in reasonable detail the subject matter of the Contractual Claim, to the extent then known to the Notifying Party. The Parties agree to deal in good faith in the settlement or resolution of any Contractual Claim. (b) Upon notice to the Notifying Party within 10 Business Days after receipt of a Claim Notice, the Receiving Party shall have the right, in good faith, at its own expense (not to be paid from the Escrow Account) and employing counsel of its own choice, to contest and assume the defence of any Contractual Claim which may result from a Claim made by a third party; provided that . In such event, the Notifying Party shall have the right to retain its own counsel but the fees and expenses of such counsel shall be at the expense of the Notifying Party. The failure to so notify give such notice of intent to defend a Contractual Claim shall constitute a waiver of the indemnifying party Receiving Party's right to defend such Contractual Claim under this Section 9.1(b) and shall preclude the Receiving Party from disputing the manner in which the Notifying Party may in good faith conduct the defence of such Contractual Claim or the reasonableness of any amount paid in good faith by the Notifying Party in satisfaction of such Contractual Claim. The Receiving Party shall not prevent recovery under this Agreementcompromise or settle any Contractual Claim without the consent of the Notifying Party, except not to be unreasonably withheld. (c) The failure by a Party to give a Claim Notice to the other Parties with respect to any Contractual Claim shall relieve the other Parties of their obligations with respect to the particular Contractual Claim, but only if and to the extent that the indemnifying party shall have been materially other Parties are prejudiced by such failure. Each The failure by a Party to give the other Parties a Claim Notice with respect to any actual or potential Contractual Claim within the period applicable by virtue of Section 5.1(b) shall describe relieve the Parties against whom the particular Contractual Claim is or may be made of any liability with respect to such Contractual Claim. (d) The Parties will cooperate with each other in providing access to their respective records in connection with Contractual Claims. The Purchaser shall preserve such data and other information as may reasonably be required in connection with a Contractual Claim until the end of the limitation period applicable by virtue of Section 5.1(b). The Notifying Party will use reasonable detail the facts known efforts to make available to the Indemnified Party giving rise to such Claim and the amount or good faith estimate Receiving Party: (i) those Persons who are then employees of the amount Notifying Party or the Vendors whose assistance, testimony or presence is necessary or advisable to assist the Receiving Party to evaluate and defend the subject matter of Losses arising therefrom. The Indemnified a Contractual Claim; and (ii) all documents, records and other materials in the possession or control of the Notifying Party shall deliver and reasonably required by the Receiving Party to evaluate and defend the subject matter of a Contractual Claim, and, subject to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies other provisions 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 shall otherwise cooperate in all reasonable respects with the Receiving Party in evaluating and defending the subject matter of Contractual Claims. The Purchaser shall preserve all documents, records and other material as may reasonably be required in connection with the subject matter of a Contractual Claim, for so long as the obligation to indemnify continues in effect. (e) Notwithstanding any other provision of this Agreement to the contrary, the representation and warranty set forth in Section 3.9(i) shall be breached, untrue or incorrect only if and to the extent that the indemnifying party shall have been materially prejudiced aggregate of the tax pool amounts referred to by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI category in Section 3.9(i)(i) to (vi) inclusive as soon as a Claim has been threatened finally determined is less than $31 million, and the Damages incurred or suffered 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 Purchaser shall be entitled, at its own expense, deemed to elect in accordance with Section 6.04 below, be equal to assume and control $0.30 for each $1.00 by which 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 aggregate 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 said tax pool amounts 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’ consentless than $31 million.

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, provided that that 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. (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. (a) At When a party seeking indemnification under Sections 9.2 or 9.3 (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 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 obligations hereunder unless and make available only to the indemnifying party, at extent that the indemnifying party’s expense, all witnesses, pertinent records, materials and information in Indemnifying Party shall have been prejudiced thereby. 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 further 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 's prior written consent (which consent shall not be unreasonably withheld or delayed) ), unless the sole relief is monetary damages that are paid in full by the Indemnifying Party (i) there is no finding or admission and satisfactory releases are delivered to the Indemnified 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 thirty (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, within thirty (ii30) each 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 9.4, 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 claimany compromise or settlement thereof effected without its prior written consent (which consent shall not be unreasonably withheld or delayed), and unless the sole relief granted was equitable relief for which the Company would have no liability or to which the Company would not be subject. (iiib) 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 with respect to any Third Party Claim that the compromise or settlement Indemnifying Party is defending, the Indemnified Party shall have the right to retain separate counsel to represent it and the Indemnifying Party shall pay the fees and expenses of such Third-separate counsel if there are conflicts that make it reasonably necessary for separate counsel to represent the Indemnified Party Claim could reasonably be expected to adversely affect and 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. (ai) At As promptly as is reasonably practicable after becoming aware of a claim for indemnification under the time when any Indemnified Party learns Purchase Agreement or a Related Agreement (other than a claim, or the commencement of any potential claim under this Agreement (a “Claim”) against an indemnifying partysuit, it will promptly action or Proceeding, of the type described in Section 12.8 of the Purchase Agreement), the Indemnified Person shall give written notice (a “Claim Notice”) to the indemnifying party; provided that Indemnifying Person of such claim, which notice shall specify the failure facts alleged to so notify constitute the indemnifying party shall not prevent recovery basis for such claim, including, if applicable, the representations, warranties, covenants and obligations under this Agreement, except the Purchase Agreement or under a Related Agreement alleged 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 breached, 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 Person seeks under the Purchase Agreement from the Indemnifying Person, together with such information as may be liable for, necessary for the Indemnifying Person to determine that the limitations in Section 12.4 of the Purchase Agreement have been satisfied or otherwise incur, a Loss as a result thereof. do not apply (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 ClaimsOfficer’s Certificate”), 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 give such defense at their own expense. Without limiting notice shall not relieve the foregoing, Indemnifying Person of its obligations under Article XII of the Purchase Agreement except to the extent (if any) that the Indemnifying Person demonstrates that it has been materially prejudiced thereby; and provided further that in the event that the indemnifying party exercises the right to undertake any Indemnified Person is a Purchaser Indemnified Party, such defense against a Third-Party Claim, the Purchaser Indemnified Party shall cooperate with send a copy of the indemnifying party in such defense and make available Officer’s Certificate to the indemnifying party, Escrow Agent at the indemnifying partysame time such Officer’s expense, all witnesses, pertinent records, materials and information in Certificate is sent to 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, Selling Parties. (ii) each Indemnified Party In the event that is party the Indemnifying Person agrees with the amount of the claim set forth in the Officer’s Certificate, the Indemnifying Person shall, subject to the provisions of the Article XII of the Purchase Agreement and this Escrow Agreement, deliver the amount of such claim is released from all liability with respect to the Indemnified Person within one (1) Business Day of such claim, agreement (and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with event no later than the business sixteenth (16th) calendar day after receipt of the Indemnified Officer’s Certificate), pursuant to Section 13.4 of the Purchase Agreement; provided, however, that if the Indemnifying Person is a Selling 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 CodePrincipal Stockholders, then the REIT Indemnifying Person shall make direct the Escrow Agent to deliver the amount of such decision claim to compromise or settle the Third-Party Claim without Purchaser Indemnified Parties from out of the need to obtain Two Harbors’ consentEscrow Account within the time frames set forth above.

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 Indemnified Party learns of any potential claim under this Agreement instituted against or made upon it for which it may seek indemnification hereunder (a “"Third-Party ----------- 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 shall notify the Indemnifying Party of 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 and of its claims of indemnification with respect thereto, provided, that failure to do so give such notice shall not prevent recovery relieve the Indemnifying Party of its indemnification obligations under this Agreement, Section 8 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. 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 notice from the Indemnified Party, if it gives written notice of its intention the Indemnifying Party shall be entitled 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 the defense of 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 if and only if each of the Indemnified following conditions is satisfied, the Indemnifying Party may assume the defense of such Third-Party Claim, and in the case of such an assumption the Indemnifying Party shall cooperate with have the indemnifying party in authority to negotiate, compromise, and settle such defense and make available Third-Party Claim, provided, that the Indemnifying Party shall not agree 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 any settlement of such Third-Party Claim may be effected by either the that does not include an unconditional release of all liability of each Indemnified Party, on the one handParty with respect to such Third-Party Claim, or which imposes on any Indemnified Party the indemnifying party, on the other handburden of any injunctive or equitable relief, without in either case the other party’s prior written consent of such Indemnified Party (which shall such consent not to be unreasonably withheld or delayed) unless ): (i) there the Indemnifying Party confirms in writing that it 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 obligated hereunder to indemnify the Indemnified Party that is party to such claim is released from all liability in full with respect to such claim, and Third-Party Claim; and (iiiii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party does not give the Indemnifying Party written notice that is party the Indemnified Party's counsel has determined, in its reasonable opinion, that an irreconcilable conflict of interest make separate representation by the Indemnified Party's counsel advisable. The Indemnified Party shall retain the right to employ its own counsel and to participate in the defense of any Third-Party Claim, the defense of which has been assumed by an Indemnifying Party pursuant hereto, but such claim Indemnified Party shall bear and shall be solely responsible for its own costs and expenses in connection with such participation. The Indemnified Party shall make no settlement or compromise in connection with any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected (whether or not the defense thereof has been assumed by the Indemnifying Party) that would impose upon any Indemnifying Party the burden of any injunctive or equitable relief, or would give rise to adversely affect liability on the status part of the REIT as a real investment trust within the meaning of Section 856 of the Codeany Indemnifying Party, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need prior written consent of such Indemnifying Party (such consent not to obtain Two Harbors’ consentbe unreasonably withheld or delayed).

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 within thirty shall be (30i) days 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 receipt Indemnifying Party if representation of both Parties by the same counsel creates a conflict of interest under applicable Claim Noticestandards of professional conduct; provided, however, that the Indemnifying Party may not assume the defense and investigation of a Third Party Claim if (x) the Indemnified Parties may at all times participate in Party reasonably determines that such defense at their own expense. Without limiting the foregoingassumption and investigation would have an adverse effect on Indemnified Party’s relationship with a Governmental Authority or a material supplier, customer or subcontractor and (y) such assumption and investigation would not, in the event that Indemnifying Party’s reasonable determination, have an adverse effect on the indemnifying party exercises Indemnifying Party’s relationship with a Governmental Authority or a material supplier, customer or subcontractor. In any event, if the right Indemnifying Party fails to undertake any such defense against take reasonable steps necessary to defend diligently the Proceeding within thirty (30) days after receiving a Third-Claim Notice with respect to the 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, 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 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. (a) At the time when DEFENSE OF CLAIMS. Should any claim be made, or suit or proceeding be instituted against Purchaser or Seller (an "INDEMNIFIED PARTY"), which, if valid or prosecuted successfully, would be a matter for which such Indemnified Party learns of any potential claim is entitled to indemnification under this Agreement (a “"Claim”") against an indemnifying partyfrom the other party (the "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 shall notify the amount Indemnifying Party in writing concerning the same promptly after the assertion or good faith estimate of the amount of Losses arising therefromcommencement thereof. The Indemnified Party shall deliver in the first instance file in a timely manner any answer or pleading with respect to a suit or proceeding if such action is necessary to avoid default or other material adverse results. The party having the indemnifying party, promptly after greater risk of financial loss with respect to such Claim (the Indemnified Party’s receipt thereof, copies of all notices "LEAD PARTY") shall control the defense thereof and documents shall use reasonable efforts to defeat or minimize any loss resulting from such Claim. The Lead Party shall provide the other party (the "NON-LEAD PARTY") with such information and opportunity for consultation (including court papersestimations regarding costs and fees) received by such Indemnified as may reasonably be requested and the Non-Lead 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 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 a claim and to engage counsel chosen for such purpose. All costs and expenses incurred by the indemnifying party Lead Party in connection with the defense of a Claim shall in the first instance be paid by the Lead Party. Any reasonable costs and reasonably acceptable expenses so paid by the Indemnified Party shall be subject to the Indemnified Party, if it gives written notice of its intention 's rights 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 indemnification 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’ consentthis Agreement.

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 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 seeking indemnification under Sections 6.2 or 6.3 (the "Indemnified Party") receives notice of any claims made by third parties ("Third Party Claims") or has any other claim for indemnification other than a Third Party Claim, which is to be the basis for a claim for indemnification hereunder, the Indemnified Party shall give prompt written notice thereof (which notice must be entitleddelivered within the applicable time period as described in Section 6.1) to the other party or parties (the "Indemnifying Party"), at its own expensewhich written notice shall reasonably indicating (to the extent known) the nature of such claims, to elect in accordance with Section 6.04 belowthe basis thereof and, to if 1. Upon notice from the Indemnified Party, the Indemnifying Party may, but shall not be required to, assume and control the defense of any Claim based on claims asserted by third parties (“Third-such Third Party Claims”), through counsel chosen by including its compromise or settlement, and the indemnifying party Indemnifying Party shall pay all reasonable costs and reasonably acceptable to expenses thereof and shall be fully responsible for 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 Noticeoutcome thereof; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting case, the foregoing, in the event that the indemnifying party exercises the right Indemnifying Party shall have no obligation to undertake pay any such defense against a Third-Party Claim, costs or expenses of legal counsel of the Indemnified Party shall cooperate thereafter incurred 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 partydefense. 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 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 Except as set forth in Section 11.3, upon the time when occurrence of any event that a party hereto (the "Indemnified Party") asserts to be the basis for a claim for indemnification against the other party (the "Indemnifying Party") under this Article XI (a "Claim"), then the Indemnified Party learns shall promptly give notice (a "Claim Notice") to the Indemnifying Party thereof in writing, which Claim Notice shall set forth the basis for the Claim, and, to the extent reasonably practicable, the amount necessary to satisfy such Claim; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any potential claim obligation 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 Indemnifying 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 thereby 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 If the Claim involves the claim of any third Person (a "Third-Party Claim"), the Indemnifying Party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, have the right to assume and control the defense of any Claim based on claims asserted by third parties (“the Third-Party Claims”), through Claim with counsel chosen by the indemnifying party and of its own choice reasonably acceptable satisfactory to the Indemnified Party, if it gives written notice of its intention to do so to long as the Indemnifying Party notifies the Indemnified Party of such defense in writing within thirty (30) days after the Indemnified Party has given notice of the receipt Third-Party Claim and the Indemnifying Party conducts the defense of the applicable Third-Party Claim Noticeactively and diligently; provided, however, that the Indemnified Parties Party may retain separate co-counsel at all times its sole cost and expense and participate in such the defense at their own expense. Without limiting of the foregoing, Third-Party Claim (except that in the event of a Conflict of Interest, the Indemnifying Party shall pay the reasonable fees of the separate co-counsel, provided that such separate co-counsel shall not be the indemnifying party exercises independent counsel rendering the right written opinion regarding the existence of the Conflict of Interest). (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.4(b): (i) the Indemnifying Party shall not consent to undertake the entry of any such judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld), and (ii) the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (d) In the event the Indemnifying Party does not assume and conduct the defense against of the Third-Party Claim in accordance with Section 11.4(b), the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third-Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with or obtain any consent from the Indemnifying Party in connection therewith). (e) Whenever the Indemnified Party shall have given a Claim Notice to the Indemnifying Party that does not involve a Third-Party Claim, the Indemnifying Party may, within thirty (30) days after receipt of such Claim Notice, notify the Indemnified Party shall cooperate with that the indemnifying party Indemnifying Party disputes the Claim for indemnification set forth in such defense Claim Notice and make available the basis for such dispute (a "Dispute Notice"). If, with respect to the indemnifying partyclaim for indemnification set forth in a Claim Notice, at no Dispute Notice is given to the indemnifying party’s expenseIndemnified Party within such thirty (30) day period, all witnessesthe Claim shall be deemed valid, pertinent records, materials and information the Indemnifying Party shall be obligated to pay to the Indemnified Party the amount specified in the Indemnified Party’s possession or under Claim Notice with respect to such Indemnified Party’s control relating thereto as Claim. If a Dispute Notice is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either given to the Indemnified Party, on the one hand, or dispute that is the indemnifying party, on the other hand, without the other party’s consent (which subject of such notice 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 resolved as follows: The Indemnified Party that is party and the Indemnifying Party shall first attempt to resolve the dispute through a good faith discussion of the Claim. If such claim is released from all liability with respect discussion does not result in a resolution acceptable 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 either the Indemnified Party that is or the Indemnifying Party, either party may resort to such claim any remedies available in law or any in equity in a court 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 the time when any If an Indemnified Party learns intends to seek indemnification pursuant to this Article VIII with respect to third party claims, such Indemnified Party shall promptly provide written notice to the party from whom indemnification is being sought (the “Indemnifying Party”), in writing in accordance with Section 9.01 hereof of any potential such claim under describing such claim in reasonable detail including the sections of this Agreement (a “Claim”) against which form the basis for such claim; copies of all material written evidence thereof and the estimated amount of the Damages that have been or may be sustained by an indemnifying party, it will promptly give written notice (a “Claim Notice”) to the indemnifying partyIndemnified 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 materially prejudiced thereby, except subject, however, to the extent that time periods specified in Section 8.01 hereof. The Indemnifying Party may assume the indemnifying defense and control of any third party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail claim, and if it so elects the facts known Indemnifying Party will not be liable to the Indemnified Party giving rise for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, but the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Claim third party claim with its own counsel and at its own expense; provided that if the amount Indemnified Party is advised in writing by counsel chosen by it that there are one or good faith estimate more defenses available to the Indemnified Party which the Indemnifying Party has not or cannot assert on behalf of the amount Indemnified Party, then the applicable Indemnified Parties shall be entitled to participate in any such defense with one separate counsel for all Indemnified Parties at the reasonable expense of Losses arising therefromthe Indemnifying Party. The Indemnified Party shall, and shall deliver cause each of its affiliates and representatives to, cooperate fully with the Indemnifying Party in the defense of any third party claim. The Indemnifying Party shall be authorized to consent to a settlement of, or the indemnifying partyentry of any judgment arising from, promptly after any third party claim, without the consent of any Indemnified Party, provided that the Indemnifying Party shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement, (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or materially adversely affect any Indemnified Party or the conduct of any Indemnified Party’s receipt thereofbusiness, copies (iii) obtain, as a condition of all notices and documents (including court papers) received any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Indemnified Party third party claim, and (iv) ensure that such settlement does not include any admission of wrongdoing or misconduct. Anything in this section to the contrary notwithstanding, Sellers shall have the exclusive right to control any third party claim, action or proceeding relating to Excluded Taxes; provided, however, if any such settlement, claim, action or proceeding would reasonably be expected to result in a Third-Party Claim material increase in the tax liability of the Company or the Buyer for a taxable period (as defined below); provided that failure to do so shall not prevent recovery under this Agreementor portion thereof) beginning after the Closing Date, except to the extent that the indemnifying party Buyer shall have been materially prejudiced by the right to participate in 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 partysettlement, regardless of whether an actual Loss has been sufferedclaim, 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, action or otherwise incur, a Loss as a result thereof. (b) The indemnifying party shall be entitled, proceeding at its own expense, to elect in accordance with Section 6.04 belowand Sellers shall not settle such claim, to assume and control action, or proceeding without 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 consent of the receipt of the applicable Claim Notice; providedBuyer, 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 which consent (which shall not be unreasonably withheld delayed 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’ consentwithheld.