Common use of Method of Asserting Claims Clause in Contracts

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V shall be asserted and resolved as follows: (a) If an Indemnified Party intends to seek indemnification under this Article V, it shall promptly notify the Indemnifying Party in writing of such claim. The failure to provide such notice will not affect any rights hereunder except to the extent an Indemnifying Party is materially prejudiced thereby. (b) If such claim involves a claim by a third-party against the Indemnified Party, the Indemnifying Party shall, within ten days after receipt of such notice and upon notice to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices therefor.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V X shall be asserted and resolved as follows: (a) If In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party intends hereunder is asserted against or sought to seek indemnification under this Article Vbe collected from such Indemnified Party by a third party, it shall promptly said Indemnified Party shall, within twenty (20) days of such claim or demand being made, notify the Indemnifying Party in writing of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (the "Claim Notice"). The estimate of Loss contained in the Claim Notice shall not limit the amount of the Indemnifying Party's ultimate liability under the claim. The failure to provide such notice will not affect any rights hereunder except to the extent an Indemnifying Party is materially prejudiced thereby. (b) If shall not be obligated to indemnify the Indemnified Party with respect to any such claim involves a claim by a third-party against or demand if the Indemnified Party, Party fails to notify the Indemnifying Party shall, thereof in accordance with the provisions of this Agreement within ten said twenty (20) day period. The Indemnifying Party shall have 30 days after receipt from the personal delivery or mailing of such notice and upon notice the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not the liability of the Indemnifying Party to the Indemnified PartyParty hereunder with respect to such claim or demand is disputed, assume, with counsel reasonably satisfactory to and (ii) whether or not the Indemnified PartyIndemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the settlement Indemnified Party against such claim or defense thereof (in demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which case any Loss associated therewith it shall be the sole responsibility deem necessary or appropriate to protect its interest or those of the Indemnifying Party and not unreasonably prejudicial to the Indemnifying Party), provided . In the event that the Indemnifying Party notifies the Indemnified Party may participate in within the Notice Period that it desires to defend the Indemnified Party against such settlement claim or defense through counsel chosen demand, then, except as hereinafter provided, the Indemnifying Party shall have the right to defend by itall appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusion. If the Indemnified Party determines in good faith that representation desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party's counsel of (i) , the Indemnified Party agrees to cooperate with the Indemnifying Party and (ii) the Indemnified Party may present such its counsel with a conflict of interest, then in contesting any claim or demand which the Indemnifying Party shall pay elects to contest, or, if appropriate and related to the reasonable fees and expenses of claim in question, in making any counterclaim against the Indemnified Party's counsel. Notwithstanding person asserting the foregoingthird party claim or demand, (i) the Indemnified Party may, or any cross complaint against any person but in any such case at the sole cost and expense of the Indemnifying Party, at any time prior to . No claim may be settled without the delivery consent of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file unless such settlement includes the complete release of the Indemnifying Party. (b) In the event any motionIndemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of shall send a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V Claim Notice with respect to such claim and (iii) to the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of within the defense Notice Period that it disputes such claim, the amount of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense shall be conclusively deemed a liability of the Indemnifying Party, the settlement or defense thereof, and Party hereunder. If the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate inhas disputed such claim, conduct or control as provided above, such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party dispute shall be paid resolved by arbitration as incurred, promptly against delivery of invoices thereforprovided in Section 13.11.

Method of Asserting Claims. All claims for indemnification by under Section 9, other than any Indemnified Party under this Article V Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (athe “Indemnified Party”) If an in respect of, arising out of or involving a claim or demand made by a third party against the Indemnified Party intends (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) to seek indemnification under this Article Vthe other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by the Indemnified Party of written notice of the Third Party Claim; provided, it shall promptly notify the Indemnifying Party in writing of such claim. The however, that failure to provide timely give such notice will Claim Notice shall not affect any rights the indemnification provided hereunder except to the extent an the Indemnifying Party is materially shall have (i) been prejudiced therebyas a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.3.2 In the case of a Third Party Claim, the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (b30) If such claim involves days following a claim by a third-party against Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shallshall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, within ten days after receipt provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such notice Third Party Claim, and upon notice making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, assume(ii) does not include any statement as to or an admission of fault, with counsel reasonably satisfactory culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the Indemnified Partypayment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, at the sole cost and expense of if Seller is the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the sole responsibility Indemnified Party without the written consent of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and (ii) the Indemnified Party may present such counsel with a conflict setting forth the terms of interest, then the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim and (iii) the against any Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying that does not involve a Third Party is contesting any such claim in good faithClaim, the Indemnified Party shall not pay deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or settle could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim without is based, provided, however, that failure to timely give such Indemnifying Party's consent, such consent Indemnity Notice shall not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of indemnification provided hereunder except to the Combined Company electing to be treated extent the Indemnifying Party shall have (i) been prejudiced as a real investment trust within result of such failure or (ii) forfeited rights and defenses otherwise available to the meaning Indemnifying Party as a result of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consentfailure. If the Indemnifying Party is not entitled disputes its liability with respect to assume such claim, the defense of Indemnifying Party and the claim pursuant to the foregoing provisions or is entitled but does not contest such claim Indemnified Party will proceed in good faith (including if it does not notify the Indemnified Party of its assumption of the defense to negotiate a resolution of such claim dispute, and if not resolved through negotiations within the ten-day period set forth above)thirty (30) days, then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it commence an Action in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices therefor.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V shall be asserted and resolved as follows: (a) If A Party seeking indemnification pursuant to Section 12.2 (an “Indemnified Party”) shall give prompt notice to the Party intends to seek from whom such indemnification under this Article Vis sought (the “Indemnifying Party”) of the assertion of any claim, it shall promptly notify or the commencement of any action, suit or proceeding, in respect of which indemnity may be sought hereunder and will give the Indemnifying Party in writing of such claim. The information with respect thereto as the Indemnifying Party may reasonably request, but failure to provide give such notice will not affect shall relieve the Indemnifying Party of any rights liability hereunder except only to the extent an that the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within thirty (30) days (unless a shorter period is materially prejudiced thereby. (brequired by the circumstances) If such of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim involves a claim or action, suit or proceeding by a third-party against Third Party in respect of which indemnity may be sought hereunder (a “Third Party Claim”), to assume and control the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages; provided, that the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shallshall be solely obligated to satisfy and discharge the Third Party Claim (all of the foregoing, within ten days after receipt the “Litigation Conditions”). For the purpose of the foregoing, the Indemnified Party shall promptly provide the Indemnifying Party with all supporting evidence of the Third Party Claim available to the Indemnified Party as well as any arguments identified by the Indemnified Party to oppose such Third Party Claim and comply with all reasonable requests for information from the Indemnifying Party so as to allow the Indemnifying Party to make to the extent possible an informed judgment as to its potential liability under this Article XII. (b) In the event the Indemnifying Party assumes the defense in respect of any Third Party Claim (subject to the Litigation Condition), the Indemnifying Party shall conduct the defense of each Third Party Claim diligently and in good faith using all reasonable means and defenses available to it (and the Indemnified Party shall relinquish the conduct of the defense of the Third Party Claim). The Indemnified Party shall have the right, if it so notifies the Indemnifying Party, to be consulted in such defense of the Third Party Claim and to participate at its own expense and with counsel of its choice. In such event, the Indemnifying Party shall afford the Indemnified Party and its counsel the opportunity to comment and the right to object (which comments shall be taken into account to the extent reasonable and such right to object shall not be unreasonably exercised) with respect to the conduct of the defense of such notice Third Party Claim. (c) In the event the Indemnifying Party does not assume the defense in respect of the Third Party Claim, the Indemnified Party shall conduct the defense of each Third Party Claim diligently and upon notice in good faith using all reasonable means and defenses available to it, and the Indemnifying Party shall promptly reimburse the Indemnified Party for its reasonable attorneys’ fees. The Indemnifying Party shall have the right, if it so notifies the Indemnified Party, assume, to be consulted in such defense of the Third Party Claim and to participate at its own expense and with counsel reasonably satisfactory of its choice. In such event, the Indemnified Party shall afford the Indemnifying Party and its counsel the opportunity to comment with respect to the Indemnified Partyconduct of the defense of such Third Party Claim. (d) The Party conducting the defense of the Third Party Claim shall keep the other Party fully informed of the progress of any Third Party Claim and its defense, and shall with reasonable promptness provide such Party with copies all material notices, written communications and filings (including court papers) made by or on behalf of any of the parties to the underlying claim. (e) From and after the delivery of a notice of a Third Party Claim under Section 12.4(a), at the sole cost and expense reasonable request of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) shall grant the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the its representatives all reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior access to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Partybooks, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim records and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure properties of the Indemnified Party to participate inthe extent reasonably related to the matters to which the Third Party Claim relates. The Indemnifying Party will not, conduct and shall require that its representatives do not, use (except in connection with such Third Party Claim) or control disclose to any Third Party other than the Indemnifying Party’s representatives (except as may be required by applicable Legal Requirements and legal process) any information obtained pursuant to this Section which is designated confidential by the Indemnified Party. All such access shall be granted during normal business hours and shall be granted under conditions which will not interfere with the business and operations of the Indemnified Party. (f) The Indemnifying Party, if it shall have assumed the defense of any Third Party Claim as provided in this Agreement, may consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim without the prior written consent of the Indemnified Party so long as such settlement or judgment does not commit the Indemnified Party to take, or to forbear to take, any action. The Indemnified Party shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, to the extent that such Third Party Claim involves equitable or other non-monetary relief and such settlement does not relieve involve the payment by the Indemnifying Party of any obligation it may have hereunder. Any defense costs required monies to be paid by the Indemnified Party or a Third Party. (g) Whether or not the Indemnifying Party chooses to defend any claim involving a Third Party, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be paid as incurred, promptly against delivery reasonably requested in connection therewith. (h) The Indemnified Party shall take all reasonable steps to avoid or mitigate any Losses in respect of invoices thereforwhich it might be entitled to indemnification (other than seeking recovery under insurance policies with Third Parties) which would reduce the Loss recoverable by the Indemnified Party from the Indemnifying Party under this Article XII. (i) No claim of the Indemnified Party or any of its Affiliates under this Agreement or the Transaction Documents may be indemnified more than once in respect of the same Loss suffered.

Method of Asserting Claims. All claims for indemnification by any As used herein, an “Indemnified Party” shall refer to a Buyer Indemnified Party under this Article V or Seller Indemnified Party, as applicable, and the “Indemnifying Party” shall be asserted and resolved as follows:refer to the party or parties hereto obligated to indemnify such Indemnified Party. (a) If an In the event that any of the Indemnified Parties is made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third party for the Liability or the costs or expenses of which are Losses (any such third party action or proceeding being referred to as a “Claim”), then such Indemnified Party intends shall give the Indemnifying Party prompt notice thereof. The failure to give such notice shall not affect any Indemnified Party’s ability to seek indemnification under this Article Vreimbursement unless such failure has materially and adversely affected the Indemnifying Party’s ability to defend successfully a Claim. The Indemnifying Party shall be entitled to contest and defend such Claim; provided, it that the Indemnifying Party (i) has a reasonable basis for concluding that such defense may be successful and (ii) diligently contests and defends such Claim. Notice of the intention so to contest and defend shall promptly notify be given by the Indemnifying Party to the Indemnified Party within fifteen (15) business days after the Indemnified Party’s notice of such Claim (but, in any event, at least five (5) business days prior to the date that an answer to such Claim is due to be filed). Such contest and defense shall be conducted by reputable attorneys employed by the Indemnifying Party. If the Indemnifying Party fails to give such notice or assume such defense, then the Indemnified Party shall be entitled to undertake such defense and its reasonable costs and expenses (including, without limitation, attorney fees and expenses) shall be included in the Loss to be indemnified by the Indemnifying Party. If the Indemnifying Party elects to contest and defend a Claim, the Indemnified Party shall be entitled at any time, at its own cost and expense (which expense shall not constitute a Loss unless the Indemnified Party reasonably determines that the Indemnifying Party is not adequately representing or, because of a conflict of interest, may not adequately represent, any interests of the Indemnified Parties, and only to the extent that such expenses are reasonable), to participate in such contest and defense and to be represented by attorneys of its or their own choosing. If the Indemnified Party elects to participate in such defense, the Indemnified Party will cooperate with the Indemnifying Party in writing the conduct of such claimdefense. The failure to provide such notice Neither the Indemnified Party nor the Indemnifying Party may concede, settle or compromise any Claim without the consent of the other party, which consents will not affect any rights hereunder except be unreasonably withheld or delayed. Notwithstanding the foregoing, if (i) a Claim seeks equitable relief or (ii) the subject matter of a Claim relates to the extent an ongoing business of any of the Indemnified Parties, which Claim, if decided against any of the Indemnified Parties, would materially adversely affect the ongoing business or reputation of any of the Indemnified Parties, then, in each such case, the Indemnified Parties alone shall be entitled to contest, defend and settle such Claim in the first instance and, if the Indemnified Parties do not contest, defend or settle such Claim, the Indemnifying Party is materially prejudiced therebyshall then have the right to contest and defend (but not settle) such Claim. (b) If In the event any Indemnified Party should have a claim for indemnification against any Indemnifying Party (whether such claim does not involve a Claim or involves a claim by a third-party against the Indemnified Party, settled or resolved Claim which the Indemnifying Party shallhas not defended for any reason, within ten days after receipt of such notice and upon notice to the or a Claim from which an Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense Party has suffered Losses by reason of the Indemnifying Party’s failure to adequately represent a Indemnified Party’s interests or otherwise to indemnify the Indemnified Party), the settlement Indemnified Party shall deliver a notice of such claim to the Indemnifying Party, setting forth in reasonable detail the identity, nature and estimated amount of Losses (if reasonably determinable) related to such claim or defense thereof (claims, with reasonable promptness and in which case any Loss associated therewith shall be all events prior to the sole responsibility expiration of the Indemnifying Party), provided that ’s indemnification obligation hereunder. If the Indemnifying Party notifies the Indemnified Party may participate that it does not dispute the claim described in such settlement notice or defense through counsel chosen by it. If fails to notify the Indemnified Party determines in good faith that representation within 20 days after delivery of such notice by the Indemnified Party whether the Indemnifying Party disputes the claim described in such notice, the Loss in the amount specified in the Indemnified Party's counsel ’s notice will be conclusively deemed a Liability of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses amount of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) such Loss to the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consenton demand. If the Indemnifying Party is not entitled has timely disputed its Liability with respect to assume such claim, the defense of Indemnifying Party and the claim pursuant to the foregoing provisions or is entitled but does not contest such claim Indemnified Party will proceed in good faith (including if it does not notify the Indemnified Party to negotiate a resolution of its assumption such dispute for a period of the defense at least 30 days before submission of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required a court pursuant to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices thereforArticle XI.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V shall Section 10.01 will be asserted and resolved as follows: (a) If In the event any claim or demand in respect of which an Indemnified Party intends might seek indemnity under Section 10.01 is asserted against or sought to seek indemnification under this Article Vbe collected from such Indemnified Party by a Person other than Seller, it Purchaser or any Affiliate of Seller or Purchaser (a "Third Party Claim"), the Indemnified Party shall promptly deliver a Claim Notice with reasonable promptness to the Indemnifying Party. The Indemnifying Party will notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party in writing of such claim. The failure to provide such notice will not affect any rights hereunder except disputes its liability to the extent an Indemnified Party under Section 10.01 and whether the Indemnifying Party is materially prejudiced therebydesires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. (bi) If such claim involves a claim by a third-party against the Indemnified Party, the Indemnifying Party shall, notifies the Indemnified Party within ten days after receipt of such notice and upon notice the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Indemnified PartyThird Party Claim pursuant to this Section 10.02(a), assume, with counsel reasonably satisfactory then the Indemnifying Party will have the right to the Indemnified Partydefend, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings will be vigorously and diligently prosecuted by the settlement Indemnifying Party to a final conclusion or defense thereof (in which case any Loss associated therewith shall will be settled at the sole responsibility discretion of the Indemnifying Party), provided that Party (with the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses consent of the Indemnified Party's counsel, which consent will not be unreasonably withheld). Notwithstanding the foregoingThe Indemnifying Party will have full control of such defense and proceedings, (i) including any settlement thereof; provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnifying Indemnified Party, at any time prior to the Indemnifying Party's delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party10.02(a)(i), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interestsinterests and not prejudicial to the Indemnifying Party (it being understood and agreed that, except as provided in clause (ii) below, if an Indemnified Party takes any such action that is prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, the Indemnifying Party will be relieved of its obligations hereunder with respect to the portion of such Third Party Claim prejudiced by the Indemnified Party's action); and provided further, that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person (other than the Indemnified Party or any of its Affiliates). Notwithstanding the foregoing, the Indemnified Party may take over the control of the defense or settlement of a third-party claim Third Party Claim at any time if it irrevocably waives its right to indemnity under this Article V Section 10.01 with respect to such claim and Third Party Claim. (iiiii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled fails to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth aboveDispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant to Section 10.02(a), or if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period, then the Indemnified Party may conduct and controlwill have the right to defend, through counsel of its own choosing and at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings will be vigorously and diligently prosecuted by the Indemnified Party to a final conclusion or will be settled at the discretion of the Indemnified Party (with the consent of the Indemnifying Party, which consent will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person (other than the Indemnified Party or any of its Affiliates). Notwithstanding the foregoing provisions of this Section 10.02(a)(ii), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability hereunder to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party's defense thereofpursuant to this Section 10.02(a)(ii) or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party will reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 10.02(a)(ii), and the Indemnifying Party shall cooperate will bear its own costs and expenses with it in connection therewith. The failure of respect to such participation. (iii) If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability to participate in, conduct the Indemnified Party with respect to the Third Party Claim under Section 10.01 or control such defense shall not relieve fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party with respect to such Third Party Claim, the Loss in the amount specified in the Claim Notice will be conclusively deemed a liability of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party under Section 10.01 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall be paid resolved by litigation in a court of competent jurisdiction. (b) In the event any Indemnified Party should have a claim under Section 10.01 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party prior to the expiration of the indemnification notice period described in this Section 10.02. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss in the amount specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section 10.01 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party disputes all or any portion of its liability with respect to such claim, it shall notify the Indemnified Party thereof in writing during the Dispute Period, specifying the portion of the claim that is disputed and the basis for such position. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party will be deemed to have accepted and be liable for payment of the undisputed portion of such claim on demand and the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction. (c) In the event of any Loss resulting from a misrepresentation, breach of warranty or nonfulfillment or failure to be performed of any covenant or agreement contained in this Agreement as incurredto which an Indemnified Party would be entitled to claim indemnity under Section 10.01 but for the Loss limitation provisions of Section 10.01(a) and (c), such Indemnified Party may nevertheless deliver a written notice to the Indemnifying Party containing the information that would be required in a Claim Notice or an Indemnity Notice, as applicable, with respect to such Loss. In the case of a Claim Notice, the provisions of Section 10.02(a)(i) will be applicable. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described therein or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Claim Notice or Indemnity Notice, as the case may be, the Loss specified in the notice will be conclusively deemed to have been incurred by the Indemnified Party for purposes of making the determination of the Loss limitations set forth in Section 10.01. If the Indemnifying Party has timely disputed the claim described in such Claim Notice or Indemnity Notice, as the case may be, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction. (d) In the event of any claim for indemnity under Section 10.01(a), Purchaser agrees to give Seller and its Representatives reasonable access to the Business Books and Records and Employees in connection with the matters for which indemnification is sought to the extent Seller reasonably deems necessary in connection with its rights and obligations under this Article X. (e) All payments made pursuant to this Article X shall be treated as an adjustment to the Purchase Price. (f) In the event an action, dispute, claim, counterclaim or controversy ("Dispute") arises between the parties arising out of or relating to this Agreement, the aggrieved party shall promptly against notify the other party of the Dispute within ten Business Days after such Dispute arises. If the parties have failed to resolve the Dispute within ten Business Days after delivery of invoices thereforsuch notice, each party shall, within five Business Days thereafter, nominate a senior officer of its management to meet to attempt to resolve the Dispute. The senior officers shall meet within twenty Business Days after their nomination. Should the senior officers be unable to resolve the Dispute, either party may pursue any and all available legal remedies, unless the parties mutually agree in writing to an alternative dispute resolution procedure.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V VII shall be asserted and resolved as follows: (a) If an any Indemnified Party intends receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to seek this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which indemnification is being sought against an Indemnifying Party under this Article VAgreement, it the Indemnified Party shall promptly notify give the Indemnifying Party reasonably prompt written notice thereof, but in writing of such claim. The failure to provide such notice will any event not affect any rights hereunder except to the extent an Indemnifying Party is materially prejudiced thereby. later than thirty (b30) If such claim involves a claim by a third-party against the Indemnified Party, the Indemnifying Party shall, within ten calendar days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and upon only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party within thirty (30) calendar days after receiving the Indemnified Party’s notice of claim, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (i) is asserted directly by or on behalf of a Person that is a supplier or customer of Purchaser or the Target Entities, or (ii) seeks an injunction or other equitable relief against the Indemnified Parties. The Indemnified Party shall have the right to participate in (but not to control) the defense of any Third Party Claim with its separate counsel selected by the Indemnified Party, and subject to the Indemnifying Party’s and its separate counsel’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party; provided, that if in the reasonable opinion of counsel to the Indemnified Party, assume(A) there are legal defenses available to an Indemnified Party that are materially different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 7.6(b), pay, compromise or defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Purchaser shall cooperate with counsel each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably satisfactory to necessary for the preparation of the defense of such Third Party Claim. (b) Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, at except as provided in this Section 7.6(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the sole cost and expense creation of a financial or other obligation on the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility part of the Indemnifying Party), provided that the Indemnified Party may participate and provides, in such settlement or defense through counsel chosen by it. If customary form, for the unconditional release of each Indemnified Party determines from all liabilities and obligations in good faith that representation by the Indemnifying Party's counsel of (i) connection with such Third Party Claim and the Indemnifying Party desires to accept and (ii) the Indemnified Party may present agree to such counsel with a conflict of interestoffer, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior give written notice to the delivery of the notice referred that effect to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise which shall approve the same absent good cause to withhold approval. (c) Any Action by an Indemnified Party on account of a Loss that does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any action or consent event not later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the entry of any judgment. So long as an extent that the Indemnifying Party is contesting any forfeits rights or defenses by reason of such claim in good faith, failure. Such notice by the Indemnified Party shall not pay describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or settle may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim, except for any Direct Claim based on a breach of Section 5.10, in which case such claim without such response shall be within two (2) days. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party's consent’s investigation by giving such information and assistance (including access to the Target Entities’ premises and personnel and the right to examine and copy any accounts, such consent not to be unreasonably withheld. Notwithstanding documents or records) as the foregoing, if the compromise Indemnifying Party or settlement any of a third-party claim could its professional advisors may reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consentrequest. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest so respond within such claim in good faith thirty (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above)30)-day period, then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as incurred, promptly against delivery may be available to the Indemnified Party on the terms and subject to the provisions of invoices thereforthis Agreement.

Method of Asserting Claims. All claims for indemnification under this Section 8 by any person entitled to indemnification (an “Indemnified Party Party”) under this Article V shall Section 8 will be asserted and resolved as follows: (a) If In the event any claim or demand, for which a Party hereto (an “Indemnifying Party”) would be liable for the Damages to an Indemnified Party, is asserted against or sought to be collected from an Indemnified Party intends by a person other than Seller, Buyer or their Affiliates (a “Third Party Claim”), the Indemnified Party shall give a notice of its claim (a “Claim Notice”) to seek indemnification under this Article V, it shall promptly notify the Indemnifying Party in writing within thirty (30) calendar days after the Indemnified Party receives written notice of such claimThird Party Claim; provided, however, that notice shall be given by the Indemnified Party to the Indemnifying Party within fifteen (15) calendar days after receipt of a complaint, petition or institution of other formal legal action against the Indemnified Party. If the Indemnified Party fails to provide the Claim Notice within such applicable time period after the Indemnified Party receives written notice of such Third Party Claim and thereby materially impairs the Indemnifying Party’s ability to protect its interests, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim. The failure to provide such notice will not affect any rights hereunder except to the extent an Indemnifying Party is materially prejudiced therebywill notify the Indemnified Party within thirty (30) calendar days after receipt of the Claim Notice (the “Notice Period”) whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Third Party Claim. (bi) If such claim involves a claim by a third-party against the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this Section 8.4(a), then the Indemnifying Party will have the right to defend, at its sole cost and expense, such Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party. The Indemnifying Party will have full control of such defense and proceedings, including any compromise or settlement thereof. Notwithstanding the foregoing, the Indemnified Party may, at its sole cost and expense, file during the Notice Period any motion, answer or other pleadings that the Indemnified Party may deem necessary or appropriate to protect its interests or those of the Indemnifying Party and which is not prejudicial, in the reasonable judgment of the Indemnifying Party, to the Indemnifying Party. Except as Membership Interest Purchase Agreement 21. provided in Section 8.4(a)(ii) hereof, if an Indemnified Party takes any such action that is prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, the Indemnifying Party shall, within ten days after receipt will be relieved of its obligations hereunder with respect to the portion of such notice and upon notice to Third Party Claim prejudiced by the Indemnified Party’s action. If requested by the Indemnifying Party, assumethe Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel reasonably satisfactory in contesting any Third Party Claim that the Indemnifying Party elects to contest, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any person (other than the Indemnified PartyParty or any of its Affiliates). The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 8.4(a)(i), and except as specifically provided in this Section 8.4(a)(i), the Indemnified Party will bear its own costs and expenses with respect to such participation. (ii) If the Indemnifying Party fails to notify the Indemnified Party within the Notice Period that the Indemnifying Party desires to defend the Indemnified Party pursuant to this Section 8.4(a), or if the Indemnifying Party gives such notice but fails to prosecute diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Notice Period, then the Indemnified Party will have the right to defend, at the sole cost and expense of the Indemnifying Party, the settlement or defense thereof (in Third Party Claim by all appropriate proceedings, which case any Loss associated therewith shall proceedings will be the sole responsibility of the Indemnifying Party), provided that promptly and reasonably prosecuted by the Indemnified Party may participate in such settlement to a final conclusion or defense through counsel chosen by it. If will be settled at the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses discretion of the Indemnified Party's counsel. Notwithstanding the foregoingThe Indemnified Party will have full control of such defense and proceedings, (i) including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party mayagrees, at the sole cost and expense of the Indemnifying Party, at to cooperate with the Indemnified Party and its counsel in contesting any time prior Third Party Claim which the Indemnified Party is contesting, or, if appropriate and related to the delivery Third Party Claim in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any person (other than the Indemnifying Party or any of its Affiliates). Notwithstanding the notice referred to in the first sentence foregoing provisions of this Section 5.02(b) by any 8.4(a)(ii), if the Indemnifying Party, file any motion, answer or other pleadings or take any other action that Party has notified the Indemnified Party reasonably believes with reasonable promptness that the Indemnifying Party disputes its liability to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim Third Party Claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party if such dispute is contesting any such claim resolved in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense favor of the Indemnifying Party, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 8.4(a)(ii). Subject to the above terms of this Section 8.4(a)(ii), the Indemnifying Party may participate in, but not control, any defense or settlement or defense thereofcontrolled by the Indemnified Party pursuant to this Section 8.4(a)(ii), and the Indemnifying Party shall cooperate will bear its own costs and expenses with it in connection therewithrespect to such participation. The failure of the Indemnified Party shall give sufficient prior notice to participate in, conduct or control such defense shall not relieve the Indemnifying Party of the initiation of any obligation it may have hereunder. Any defense costs required discussions relating to be paid by the settlement of a Third Party Claim to allow the Indemnifying Party to participate therein. (b) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from the Indemnified Party, the Indemnified Party shall be paid as incurred, promptly against delivery of invoices therefordeliver an Membership Interest Purchase Agreement 22.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V shall be asserted and resolved as follows: (a) If an In the event any claim or demand is asserted against or sought to be collected from such Indemnified Party intends by a Person other than a party hereto (a “Third Party Claim”), the Indemnified Party shall deliver a Claim Notice with reasonable promptness to seek indemnification under this Article Vthe Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, it shall promptly notify the Indemnifying Party in writing of shall not be obligated to indemnify the Indemnified Party with respect to such claim. The failure to provide such notice will not affect any rights hereunder except Third Party Claim to the extent an that the Indemnifying Party’s ability to defend has been prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party under Section 7.02 or Section 7.03, as the case may be, and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party pursuant to the preceding sentence that the Indemnifying Party desires to defend the Indemnified Party against the Third Party Claim, then the Indemnifying Party shall provide reasonable assurance of the Indemnifying Party’s ability to pay the Third Party Claim. Anything to the contrary in this Article 7 notwithstanding (including this Section 7.05), the Parent shall retain the right to control in all respects any Action, matter or other proceeding relating to Taxes, regardless of whether the Seller Group is materially prejudiced therebyobligated to indemnify the Parent with respect to such Action, matter or other proceeding. (b) If such claim involves a claim by a third-party against the Indemnified Party, the Indemnifying Party shall, notifies the Indemnified Party within ten days after receipt of such notice and upon notice the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Indemnified PartyThird Party Claim pursuant to this Section 7.05, assumeand provides the reasonable assurance described in the penultimate sentence of Section 7.05(a), then the Indemnifying Party shall have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, the settlement or defense thereof (in such Third Party Claim by all appropriate proceedings, which case any Loss associated therewith proceedings shall be vigorously and diligently prosecuted by the sole responsibility Indemnifying Party to a final conclusion or shall be settled at the discretion of the Indemnifying Party); provided however, provided that the Indemnified an Indemnifying Party may participate in such settlement or defense through counsel chosen by it. If not, without the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses prior written consent of the Indemnified Party's counsel. Notwithstanding the foregoing, settle any Third Party Claim unless (i) such settlement includes an unconditional release of the Indemnified Party from all liability arising out of such claim, (ii) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Party and (iii) does not contain any equitable order, judgment or term which in any manner affects, restrains or interferes with the business of the Indemnified Party or any of the Indemnified Party’s Affiliates. The Indemnifying Party shall have full control of such defense and proceedings; provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnifying Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Partyclause (b), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided further, (ii) that if requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.05(b), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may take over the control of the defense or settlement of a third-party claim Third Party Claim at any time if it irrevocably waives its right to indemnity under this Article V Section 7.02 or Section 7.03, as applicable, with respect to such claim and Third Party Claim. (iiic) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled fails to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth aboveDispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant to Section 7.05(b), or if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party gives notice that it elects not to defend the Third Party Claim, then the Indemnified Party may conduct and controlshall have the right to defend, through counsel of its own choosing and at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in a reasonable manner and in good faith or shall be settled at the discretion of the Indemnified Party. The Indemnified Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party shall, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim that the Indemnified Party is contesting. The Indemnifying Party may participate in, but not control, any defense or defense thereofsettlement controlled by the Indemnified Party pursuant to this Section 7.05(c), and the Indemnifying Party shall cooperate bear its own costs and expenses with it in connection therewith. The failure of respect to such participation. (d) If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability to participate inthe Indemnified Party with respect to the Third Party Claim under Section 7.02 or Section 7.03, conduct as applicable, or control such defense shall not relieve fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party with respect to such Third Party Claim, the Loss in the amount specified in the Claim Notice shall be conclusively deemed a liability of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party under Section 7.02 or Section 7.03, as applicable, and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to attempt to negotiate a resolution of such dispute within 30 days. (e) In the event any Indemnified Party should have a claim under Section 7.02 or Section 7.03, as applicable, against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss in the amount specified in the Indemnity Notice shall be paid as incurredconclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim, promptly against delivery the Indemnifying Party and the Indemnified Party shall proceed in good faith to attempt to negotiate a resolution of invoices thereforsuch dispute within thirty (30) days.

Method of Asserting Claims. (a) All claims for indemnification under or with respect to this Agreement or any Ancillary Agreements (“Indemnity Claims”) made by any a Party or its Representatives hereunder (the “Indemnified Party under this Article V Party”) shall be asserted and resolved as follows: set forth in this Section 7.3. In the event that any written claim or demand for which a Party (athe “Indemnifying Party”) If an would be liable to any Indemnified Party intends hereunder is asserted against or sought to seek indemnification under this Article Vbe collected from any Indemnified Party by a Third Party, it such Indemnified Party shall promptly promptly, but in no event more than thirty (30) days following such Indemnified Party’s receipt of such claim or demand, notify the Indemnifying Party in writing of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (the “Claim Notice”). All indemnity claims by any Indemnified Party that do not involve Third Party claims shall be communicated via a Claim Notice to the other Party promptly following discovery of such claim. The failure or delay of the Indemnified Party to provide any such notice will Claim Notice does not affect release the Indemnifying Party from any rights hereunder except of its obligations under this Article 7 unless (and then solely to the extent an that) the Indemnifying Party is materially prejudiced therebyby such delay. (b) If such claim involves a claim by a third-party against the Indemnified Party, the The Indemnifying Party shall, within ten shall have fifteen (15) days after receipt of such notice and upon notice to from the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense delivery or mailing of the Indemnifying Party, Claim Notice (the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that “Notice Period”) to notify the Indemnified Party may participate whether or not it accepts the Indemnity Claim set forth in such settlement the Claim Notice and, in the case of a Third Party claim, whether or defense through counsel chosen by it. If not it desires to defend the Indemnified Party determines in good faith that representation by against such claim or demand. An election to assume the Indemnifying Party's counsel defense of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party claim or demand shall pay the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes not be deemed to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If admission that the Indemnifying Party is not entitled liable to the Indemnified Party in respect of such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party; provided, however, that the amount of such expenses shall be a liability of the Indemnifying Party hereunder, subject to the limitations set forth in this Article 7. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest within such claim in good faith fifteen (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above)15)-day period, then the Indemnified Party may conduct assume the defense thereof and the reasonable fees and disbursements of counsel for the Indemnified Party shall be deemed Losses hereunder if the Indemnifying Party is ultimately determined to be liable for the Losses that are the subject of the Indemnity Claim set forth in the Claim Notice pursuant to this Agreement, subject to the limitations set forth in this Article 7. (c) In the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold the Indemnified Party harmless from and against any Third Party claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including without limitation, attorney’s fees and court costs) actually incurred by the Indemnifying Party in its defense of the Third Party claim. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings. If any Indemnified Party desires to participate in, but not control, through counsel of any such defense or settlement, it may do so at its own choosing sole cost and at expense. (d) The Indemnified Party shall not settle a claim or demand without the expense prior written consent of the Indemnifying Party, the settlement which shall not be unreasonably withheld, conditioned or defense thereof, and delayed. The Indemnifying Party may settle any claim or demand solely for monetary damages; it being understood that the Indemnifying Party shall cooperate with it in connection therewith. The failure not, without the prior written consent of the Indemnified Party to participate in, conduct or control such defense (which shall not relieve be unreasonably withheld, conditioned or delayed) settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the Indemnifying imposition of a consent order, injunction or decree that would substantially restrict the future activity or conduct of the Indemnified Party of or any obligation it may have hereunder. Any defense costs required to be paid by subsidiary or Affiliate thereof. (e) To the extent the Indemnifying Party shall be paid as incurredcontrol or participate in the defense or settlement of any Third Party claim or demand, the Indemnified Party will give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. (f) The controlling party, in either case, shall select counsel, contractors, experts and consultants of recognized standing and competence, shall take reasonable steps necessary in the investigation, defense or settlement thereof, and shall diligently and promptly pursue the resolution thereof. (g) Any notice of a claim by reason of any of the warranties or covenants contained in this Agreement shall state specifically the warranty or covenant with respect to which the claim is made, the facts giving rise to an alleged basis for the claim, and the amount of the liability asserted against delivery the Indemnifying Party by reason of invoices thereforthe claim.

Method of Asserting Claims. All claims for As used herein, an "Indemnified Party" shall refer to a "Buyer Indemnified Party" or "Seller Indemnified Party," as applicable, the "Notifying Party" shall refer to the party hereto whose Indemnified Parties are entitled to indemnification by any hereunder, and the "Indemnifying Party" shall refer to the party hereto obligated to indemnify such Notifying Party's Indemnified Party under this Article V shall be asserted and resolved as follows:Parties. (a) If an In the event that any of the Indemnified Parties is made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third party for liabilities, costs or expenses which are Losses (any such third party action or proceeding being referred to as a "Claim"), the Notifying Party intends to seek indemnification under this Article V, it shall promptly notify give the Indemnifying Party in writing of such claimprompt notice thereof. The failure to provide give such notice will shall not affect any rights hereunder Indemnified Party's ability to seek reimbursement except to the extent an such failure has materially and adversely affected the Indemnifying Party's ability to defend successfully a Claim. The Indemnifying Party is materially prejudiced thereby. (b) If shall be entitled to contest and defend such claim involves a claim by a third-party against the Indemnified PartyClaim; provided, that the Indemnifying Party shall, (i) has a reasonable basis for concluding that such defense may be successful and (ii) diligently contests and defends such Claim. Notice of the intention so to contest and defend shall be given by the Indemnifying Party to the Notifying Party within ten 20 business days after receipt the Notifying Party's notice of such notice and upon notice Claim (but, in all events, at least five business days prior to the Indemnified Party, assume, with counsel reasonably satisfactory date that an answer to the Indemnified Party, at the sole cost such Claim is due to be filed). Such contest and expense of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen conducted by it. If the Indemnified Party determines in good faith that representation reputable attorneys employed by the Indemnifying Party's counsel of . The Notifying Party shall be entitled at any time, at its own cost and expense (i) which expense shall not constitute a Loss unless the Notifying Party reasonably determines that the Indemnifying Party and (ii) the Indemnified Party may present such counsel with is not adequately representing or, because of a conflict of interest, then may not adequately represent, any interests of the Indemnified Parties, and only to the extent that such expenses are reasonable), to participate in such contest and defense and to be represented by attorneys of its or their own choosing. If the Notifying Party elects to participate in such defense, the Notifying Party will cooperate with the Indemnifying Party shall pay in the reasonable fees and expenses conduct of such defense. Neither the Notifying Party nor the Indemnifying Party may concede, settle or compromise any Claim without the consent of the Indemnified Party's counselother party, which consents will not be unreasonably withheld. Notwithstanding the foregoing, (i) if a Claim seeks equitable relief or (ii) if the subject matter of a Claim relates to the ongoing business of any of the Indemnified Parties, which Claim, if decided against any of the Indemnified Parties, would materially adversely affect the ongoing business or reputation of any of the Indemnified Parties, then, in each such case, the Indemnified Parties alone shall be entitled to contest, defend and settle such Claim in the first instance and, if the Indemnified Parties do not contest, defend or settle such Claim, the Indemnifying Party mayshall then have the right to contest and defend (but not settle) such Claim. (b) In the event any Indemnified Party should have a claim against any Indemnifying Party that does not involve a Claim, at the sole cost and expense Notifying Party shall deliver a notice of such claim with reasonable promptness to the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume notifies the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if Notifying Party that it does not dispute the claim described in such notice or fails to notify the Indemnified Notifying Party of its assumption of the defense within 30 days after delivery of such notice by the Notifying Party whether the Indemnifying Party disputes the claim within described in such notice, the ten-day period set forth above), then Loss in the Indemnified Party may conduct and control, through counsel of its own choosing and at amount specified in the expense Notifying Party's notice will be conclusively deemed a liability of the Indemnifying Party, the settlement or defense thereof, Party and the Indemnifying Party shall cooperate with it in connection therewith. The failure pay the amount of such Loss to the Indemnified Party to participate in, conduct or control such defense shall not relieve on demand. If the Indemnifying Party has timely disputed its Liability with respect to such claim, the Chief Executive Officers of any obligation it may have hereunder. Any defense costs required to be paid by each of the Indemnifying Party and the Notifying Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through the negotiations of such Chief Executive Officers within 60 days after the delivery of the Notifying Party's notice of such claim, such dispute shall be paid as incurredresolved fully and finally in Minneapolis, promptly Minnesota by an arbitrator selected pursuant to, and an arbitration governed by, the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall resolve the dispute within 30 days after selection and judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. (c) After the Closing, the rights set forth in this Article XI shall be each party's sole and exclusive remedies against delivery the other party hereto for misrepresentations or breaches of invoices thereforcovenants contained in this Agreement and the Related Documents. (d) Any indemnification payable under this Article XI shall be, to the extent permitted by law, an adjustment to purchase price.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V shall be asserted and resolved as follows: (a) If an In the event that any of the Indemnified Parties is made a defendant in or party to any Claim, the Indemnified Party intends shall give the Indemnifying Party written notice thereof within thirty (30) days of its knowledge of the same. The failure to seek give such notice timely shall not affect any Indemnified Party’s right to indemnification under unless (and then only to the extent that) such failure or delay has materially and adversely affected the Indemnifying Party’s ability to defend successfully a Claim. The Indemnifying Party shall be entitled to contest and defend such Claim provided it diligently contests and defends such Claim. Notice of the intention so to contest and defend shall be given by the Indemnifying Party to the Indemnified Party within fifteen (15) Business Days after the Indemnified Party’s notice of such Claim (but, in all events, at least five (5) Business Days prior to the date that an answer to such Claim is due to be filed taking into account any extensions to file a responsive pleading obtained by either Party). Such contest and defense shall be conducted by reputable attorneys employed by the Indemnifying Party at its sole cost and expense. The Indemnified Party shall be entitled at any time, at its own cost and expense (which expense shall not constitute a Loss), to participate in such contest and defense and to be represented by attorneys of its or their own choosing; provided, however, that if the Indemnifying Party does not or ceases to conduct the defense of such Claim actively and diligently, (i) the Indemnified Party may defend against, and, with the prior written consent of the Indemnifying Party (which consent will not be unreasonably withheld, conditioned or delayed), consent to the entry of any judgment or enter into any settlement with respect to, such Claim, (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against such Claim, including reasonable attorneys’ fees and expenses and (iii) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer as a result of such Claim to the full extent provided in this Article VAgreement. If the Indemnified Party elects to participate in such defense, it the Indemnified Party shall promptly notify reasonably cooperate with the Indemnifying Party in writing the conduct of such claimdefense. The failure to provide such notice will not affect any rights hereunder except to Neither the extent an Indemnified Party nor the Indemnifying Party is materially prejudiced thereby. may concede, settle or compromise any Claim without the consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, if pursuant to or as a result of such concession, settlement or compromise, (bi) If such claim involves a claim by a third-party injunctive relief or specific performance would be imposed against the Indemnified Party, (ii) such concession, settlement or compromise would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, or (iii) such concession, settlement or compromise will not result in a full release of the Indemnified Party with respect to such Claim. Notwithstanding the foregoing, in the event the Indemnifying Party shallfails or is not entitled to contest and defend a Claim, within ten days after receipt the Indemnified Party shall be entitled to contest, defend and settle such Claim in such manner and on such terms as the Indemnified Party may deem appropriate and the Indemnified Party shall be entitled to recover from the Indemnifying Party the amount of any settlement or judgment and, on an ongoing basis, all costs and expenses of the Indemnified Party with respect thereto, including interest from the date such notice costs and upon notice to expenses were incurred. If at any time, in the reasonable opinion of the Indemnified Party, assume, with counsel reasonably satisfactory notice of which shall be given in writing to the Indemnifying Party, any Claim seeks relief which could have a material adverse effect on any Indemnified Party, the Indemnified Party shall have the right to control or assume (as the case may be) the defense of any such Claim and the amount of any judgment or settlement and the reasonable costs and expenses of defense shall be included as part of the indemnification obligations of the Indemnifying Party hereunder. If the Indemnified Party should elect to exercise such right, the Indemnifying Party shall have the right to participate in, but not control, the defense of such Claim at the sole cost and expense of the Indemnifying Party. (b) In the event any Indemnified Party should have a claim against any Indemnifying Party that does not involve a Claim, the settlement or defense thereof Indemnified Party shall deliver a notice of such claim within ninety (in which case any Loss associated therewith shall be the sole responsibility 90) days of its knowledge of such claim to the Indemnifying Party); provided, provided that that, the failure to give such notice timely shall not affect any Indemnified Party’s right to indemnification unless (and then only to the extent that) such failure or delay materially and adversely affects the Indemnifying Party’s rights. Included in such written notice will be a statement of the amount of the Loss, a brief explanation of the Loss, and instructions for payment by certified or bank cashier’s check or by wire transfer of immediately available funds. If the Indemnifying Party notifies the Indemnified Party may participate that it does not dispute the claim described in such settlement or defense through counsel chosen by it. If notice, the Loss in the amount specified in the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel ’s notice shall be deemed a liability of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses amount of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) such Loss to the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices thereforon demand.

Method of Asserting Claims. All claims for indemnification by any DISH Indemnified Party under this Article V Person or EchoStar Indemnified Person (each, an “Indemnified Party”) shall be asserted and resolved as follows: (a) If an set forth in this Section 8.4. Any Indemnified Party intends seeking indemnity pursuant to seek Section 8.1 or Section 8.2 shall notify in writing the Party from whom indemnification under this Article V, is sought (the “Indemnifying Party”) of such demand for indemnification. The Indemnifying Party shall have thirty (30) days from the personal delivery or mailing of such notice (the “Notice Period”) to notify the Indemnified Party whether or not it shall promptly notify desires to defend the Indemnified Party against such claim or demand with respect to a claim or demand based on a Third Party Claim. In the event that the Indemnifying Party in writing of such claim. The failure to provide such notice will not affect any rights hereunder except to the extent an Indemnifying Party is materially prejudiced thereby. (b) If such claim involves a claim by a third-party against notifies the Indemnified PartyParty within the Notice Period that, with respect to a Third Party Claim, it desires to defend the Indemnified Party against such Third Party Claim, the Indemnifying Party shall, within ten days after receipt of such notice and upon notice shall have the right to defend the Indemnified Party at the Indemnifying Party, assume, ’s sole cost and expense and with counsel (plus local counsel if appropriate) reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the No Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may notshall, without the prior written consent of the Indemnified Party, settle compromise or compromise consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 8.1 or Section 8.2 (whether or not the Indemnified Party is an actual or potential party thereto), unless such compromise, consent to or settlement involves only the entry payment of any judgment. So long as an money damages for which the Indemnifying Party will indemnify the Indemnified Party hereunder. If the right to assume and control the defense is contesting any such claim in good faithexercised, the Indemnified Party shall have the right to participate in, but not pay control, such defense at its own expense and the Indemnifying Party’s indemnity obligations shall be deemed not to include attorneys’ fees and litigation expenses incurred in such participation by the Indemnified Party after the assumption of the defense by the Indemnifying Party in accordance with the terms of this Agreement; provided, however, that the Indemnified Parties collectively shall be entitled to employ one firm or settle any separate counsel (plus local counsel if appropriate) to represent the Indemnified Parties if, in the opinion of counsel to each Indemnified Party seeking to employ such separate counsel, a conflict of interest between such Indemnified Party or Parties and the Indemnifying Party exists in respect of such claim without and in each such event, the fees, costs and expenses of one such firm or separate counsel (plus one local counsel per jurisdiction if appropriate) shall be paid in full by the Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is has not entitled elected to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified a Third Party of its assumption of the defense of such claim Claim within the ten-day period set forth above)Notice Period, then the Indemnified Party may conduct defend and controlsettle the claim for the account and cost of the Indemnifying Party; provided, through counsel of its own choosing and at that the expense Indemnified Party will not settle the Third Party Claim without the prior written consent of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying which consent shall not be unreasonably withheld. The Indemnified Party shall cooperate with it in connection therewith. The failure the Indemnifying Party and, subject to obtaining proper assurances of confidentiality and privilege, shall make available to the Indemnifying Party all pertinent information under the control of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices thereforParty.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V shall Section 7.1 will be asserted and resolved as follows: (a) If In order for an Indemnified Party intends to seek be entitled to any indemnification provided or under Section 7.2 in respect of, arising out of or involving a claim or demand made by any Person not a party to this Article VAgreement against the Indemnified Party (a "Third Party Claim"), it shall promptly notify the Indemnified Party must deliver a Claim Notice to the Indemnifying Party in writing promptly after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such Claim Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such claimfailure. The Indemnifying Party shall promptly mitigate any such prejudice to the extent possible. (b) If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party, which counsel must be reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, but shall continue to pay for any expenses of investigation or any Adverse Consequence suffered. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. If (i) the Indemnifying Party shall not assume the defense of a Third Party Claim with counsel satisfactory to the Indemnified Party within five Business Days after delivery of any Claim Notice, or (ii) legal counsel for the Indemnified Party notifies the Indemnifying Party that there are or may be legal defenses available to the Indemnified Party or to other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, which, if the Indemnified Party and the Indemnifying Party were to be represented by the same counsel, would constitute a conflict of interest for such counsel or prejudice prosecution of the defenses available to such Indemnified Party, or (iii) if the Indemnifying Party shall assume the defense of a Third Party Claim and fail to diligently prosecute such defense, then in each such case the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees, charges and disbursements of counsel employed by the Indemnified Party; and the Indemnified Party shall be promptly reimbursed for any such fees, charges and disbursements, as and when incurred. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties hereto shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information which are reasonably 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. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim (other than any such Third Party Claim in which criminal conduct is alleged) without the Indemnified Party's consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, and (ii) provides for no relief other than the payment of monetary damages and such monetary damages are paid in full by the Indemnifying Party. (c) In the event any Indemnified Party should have a claim under Section 7.1 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to provide give the Indemnity Notice shall not impair such notice will not affect any party's rights hereunder except to the extent that an Indemnifying Party is materially demonstrates that it has been irreparably prejudiced thereby. (b) . The Indemnifying Party shall promptly mitigate any such prejudice to the extent practicable. If such claim involves a claim by a third-party against the Indemnified Party, the Indemnifying Party shall, within ten days after receipt of such notice and upon notice to notifies the Indemnified Party, assume, with counsel reasonably satisfactory Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified PartyParty within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, at the sole cost and expense Adverse Consequences in the amount specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party under Section 7.1 and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses amount of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) such Adverse Consequences to the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consenton demand. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant has delivered notice disputing its liability to the foregoing provisions or is entitled but does not contest such claim Indemnified Party (a "Dispute Notice") within the Dispute Period, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction. (including if it does not notify d) Holdings obligations under Section 7.1(a) shall be secured by the Indemnified Party guarantee of each of Bankmont, BKB and FA (and its assumption Affiliates), severally, as evidenced by each such party's execution and delivery of a Guarantee Agreement, in the form attached hereto as Exhibit A. (e) Notwithstanding the termination of this Agreement, a claim for indemnity may be made under the provisions of this Article VII until the expiration of the defense applicable statute of limitations with respect to such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices thereforclaim.

Method of Asserting Claims. All claims for As used herein, an “Indemnified Party” shall refer to a “Purchaser Indemnified Party” or “Seller Indemnified Party,” as applicable, the “Notifying Party” shall refer to the party hereto whose Indemnified Parties are entitled to indemnification by any hereunder, and the “Indemnifying Party” shall refer to the party hereto obligated to indemnify such Notifying Party’s Indemnified Party under this Article V shall be asserted and resolved as follows:Parties. (a) If an In the event that any of the Indemnified Parties is made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third party for the liability or the costs or expenses of which are Seller Losses or Purchaser Losses, as the case may be (any such third party action or proceeding being referred to as a “Claim”), the Notifying Party intends shall give the Indemnifying Party prompt notice thereof. The failure to give such notice shall not affect any Indemnified Party’s ability to seek indemnification under this Article Vreimbursement unless such failure has materially and adversely affected the Indemnifying Party’s ability to defend successfully a Claim. The Indemnifying Party shall be entitled to contest and defend such Claim; provided, it that the Indemnifying Party (i) has a reasonable basis for concluding that such defense may be successful and (ii) diligently contests and defends such Claim. Notice of the intention so to contest and defend shall promptly notify be given by the Indemnifying Party to the Notifying Party within twenty (20) business days after the Notifying Party’s notice of such Claim (but, in all events, at least five (5) business days prior to the date that an answer to such Claim is due to be filed). Such contest and defense shall be conducted by reputable attorneys employed by the Indemnifying Party. The Notifying Party shall be entitled at any time, at its own cost and expense (which expense shall not constitute a Loss unless the Notifying Party reasonably determines that the Indemnifying Party is not adequately representing or, because of a conflict of interest, may not adequately represent, any interests of the Indemnified Parties), to participate in such contest and defense and to be represented by attorneys of its or their own choosing. If the Notifying Party elects to participate in such defense, the Notifying Party shall cooperate with the Indemnifying Party in writing the conduct of such claimdefense. The failure to provide such notice will not affect any rights hereunder except to Neither the extent an Notifying Party nor the Indemnifying Party may concede, settle or compromise any Claim without the consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, in the event the Indemnifying Party fails or is materially prejudiced therebynot entitled to contest and defend a claim, the Notifying Party shall be entitled to contest, defend and settle such Claim. (b) If In the event any Indemnified Party should have a claim against any Indemnifying Party that does not involve a Claim, the Notifying Party shall deliver a notice of such claim involves a claim by a third-party against with reasonable promptness to the Indemnified Indemnifying Party, . If the Indemnifying Party shall, notifies the Notifying Party that it does not dispute the claim described in such notice or fails to notify the Notifying Party within ten thirty (30) days after receipt delivery of such notice and upon notice to by the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of Notifying Party whether the Indemnifying PartyParty disputes the claim described in such notice, the settlement or defense thereof (Loss in which case any Loss associated therewith the amount specified in the Notifying Party’s notice shall be the sole responsibility conclusively deemed a liability of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses amount of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) such Loss to the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consenton demand. If the Indemnifying Party is not entitled has disputed its liability with respect to assume the defense such claim, a representative of each of the claim pursuant to Indemnifying Party and the foregoing provisions Notifying Party (or is entitled but does not contest such claim their respective designees) shall proceed in good faith to negotiate a resolution of such dispute, and if not resolved through the negotiations of such representatives or designees within sixty (including if it does not notify 60) days after the Indemnified Party of its assumption delivery of the defense Notifying Party’s notice of such claim within claim, such dispute (except for any such dispute which gives rise or could give rise to equitable relief under this Agreement) shall be resolved fully and finally in Chicago, Illinois by an arbitrator selected pursuant to, and an arbitration governed by, the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense Commercial Arbitration Rules of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewithAmerican Arbitration Association. The failure arbitrator shall resolve the dispute within thirty (30) days after selection and judgment upon the award rendered by such arbitrator may be entered in any court of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices thereforcompetent jurisdiction.

Method of Asserting Claims. All claims for indemnification by any As used herein, an “Indemnified Party” shall refer to a Buyer Indemnified Party under this Article V or a Seller Indemnified Party, as applicable, and the “Indemnifying Party” shall be asserted and resolved as follows:refer to the Party or Parties obligated to indemnify such Indemnified Party. (a) If an In the event that any Indemnified Party intends receives notice of the assertion or commencement of any Proceeding made or instituted by any third party (any such third party Proceeding being referred to seek as a “Claim”) against such Indemnified Party with respect to which the Indemnifying Party is or may be obligated to provide indemnification under this Article VAgreement, it then such Indemnified Party shall promptly notify give the Indemnifying Party in writing of such claimprompt written notice thereof. The failure to provide give such notice will not affect any rights hereunder except to the extent an Indemnifying Party is materially prejudiced thereby. (b) If such claim involves a claim by a third-party against the Indemnified Party, the Indemnifying Party shall, within ten days after receipt of such notice and upon notice to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except and only to the extent that the Indemnifying Party forfeits material rights or defenses by reason of such failure. The Indemnifying Party shall be entitled to contest and assume the defense of such Claim at the Indemnifying Party’s sole expense, provided, that the Indemnifying Party (i) has a reasonable basis for concluding that such defense may be successful, (ii) diligently contests and defends such Claim, and (iii) agrees in writing to indemnify the Indemnified Party with respect to all Losses arising from such Claim. Notice of the intention to contest and assume the defense of such Claim shall be given by the Indemnifying Party to the Indemnified Party within ten (10) days after the Indemnified Party’s notice of such Claim (but, in any event, at least five (5) Business Days prior to the date that an answer to such Claim is due to be filed). Such contest and defense shall be conducted by reputable attorneys reasonably acceptable to the Indemnified Party employed by the Indemnifying Party at the Indemnifying Party’s sole cost and expense. If the Indemnifying Party fails to give such notice or assume such defense, then the Indemnified Party shall be entitled to undertake such defense and seek indemnification from the Indemnifying Party for any and all Losses based upon, arising from or relating to such Claim. If the Indemnifying Party elects to contest and assume the defense of a Claim, the Indemnified Party shall be entitled at any time, at its own cost and expense (which expense shall not constitute a Loss unless the Indemnified Party reasonably determines that the Indemnifying Party is not adequately representing or, because of a conflict of interest, may not adequately represent, any interests of the Indemnified Party), to participate in such contest and defense and to be represented by attorneys of its or their own choosing. Notwithstanding the foregoing, if (A) a Claim involves criminal liability, seeks equitable relief or any non-monetary remedy or award, (B) the subject matter of a Claim relates to the ongoing business of any of the Indemnified Parties, (C) the Indemnifying Party fails to provide the Indemnified Party with reasonable assurance of the Indemnifying Party’s financial capacity to diligently defend such Claim, or (D) the conduct of the defense of the Claim by the Indemnifying Party could reasonably be expected to prejudice the rights or obligations of the Indemnified Party, then, in each such case, the Indemnified Party alone shall be entitled to contest, defend and settle such Claim in the first instance and, if the Indemnified Party does not contest, defend or settle such Claim, the Indemnifying Party shall then have the right to contest and defend (but not settle) such Claim. (b) The Indemnifying Parties and the Indemnified Parties shall cooperate with each other in all reasonable respects in connection with the defense of any Claim, including making available (subject to the provisions of Section ‎9.2 of this Agreement, records relating to such Claim, and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses)) to the defending party the representatives of the non-defending party as may be reasonably necessary for the preparation of the defense of such Claim. (c) Neither the Indemnified Party nor the Indemnifying Party may concede, settle or compromise any Claim without the consent of the other party, which consent will not be unreasonably withheld or delayed. (d) If any Indemnified Party has a claim which does not result from a Claim, the Indemnified Party shall deliver a notice of such claim to the Indemnifying Party, setting forth in reasonable detail the identity, nature and estimated amount of Losses (if reasonably determinable) related to such claim or claims, with reasonable promptness and in all events prior to the expiration of the Indemnifying Party’s indemnification obligation it may have hereunder. Any defense costs required The failure to be paid give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. The Indemnifying Party shall have fifteen (15) days after its receipt of such notice to respond in writing to such claim. If the Indemnifying Party does not so respond within such fifteen (15) day period, the Indemnifying Party shall be paid deemed to have accepted such claim, in which case the Indemnified Party shall be entitled to indemnification in the amount of such Claim, subject to the terms and conditions of this Agreement. If a timely objection is made in writing in accordance with this Section ‎6.6(d), the Indemnified Party shall have fifteen (15) days to respond in a written statement to the objection. If, after such fifteen (15) day period, there remains a dispute as incurredto the claim, promptly against delivery the Parties shall attempt in good faith for thirty (30) days to agree upon the rights of invoices thereforthe Parties with respect to each claim before pursuing any other remedies.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V shall Section 10.01 will be asserted and resolved as follows: (a) If In the event any claim or demand in respect of which an Indemnified Party intends might seek indemnity under Section 10.01 is asserted against or sought to seek indemnification under this Article Vbe collected from such Indemnified Party by a Person other than Seller, it Purchaser or any Affiliate of Seller or Purchaser (a "Third Party Claim"), the Indemnified Party shall promptly deliver a Claim Notice with reasonable promptness to the Indemnifying Party. The Indemnifying Party will notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party in writing of such claim. The failure to provide such notice will not affect any rights hereunder except disputes its liability to the extent an Indemnified Party under Section 10.01 and whether the Indemnifying Party is materially prejudiced therebydesires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. (bi) If such claim involves a claim by a third-party against the Indemnified Party, the Indemnifying Party shall, notifies the Indemnified Party within ten days after receipt of such notice and upon notice the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Indemnified PartyThird Party Claim pursuant to this Section 10.02(a), assume, with counsel reasonably satisfactory then the Indemnifying Party will have the right to the Indemnified Partydefend, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings will be vigorously and diligently prosecuted by the settlement Indemnifying Party to a final conclusion or defense thereof (in which case any Loss associated therewith shall will be settled at the sole responsibility discretion of the Indemnifying Party), provided that Party (with the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses consent of the Indemnified Party's counsel, which consent will not be unreasonably withheld). Notwithstanding the foregoingThe Indemnifying Party will have full control of such defense and proceedings, (i) including any settlement thereof; provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnifying Indemnified Party, at any time prior to the Indemnifying Party's delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party10.02(a)(i), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interestsinterests and not prejudicial to the Indemnifying Party (it being understood and agreed that, except as provided in clause (ii) below, if an Indemnified Party takes any such action that is prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, the Indemnifying Party will be relieved of its obligations hereunder with respect to the portion of such Third Party Claim prejudiced by the Indemnified Party's action); and provided further, that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person (other than the Indemnified Party or any of its Affiliates). Notwithstanding the foregoing, the Indemnified Party may take over the control of the defense or settlement of a third-party claim Third Party Claim at any time if it irrevocably waives its right to indemnity under this Article V Section 10.01 with respect to such claim and Third Party Claim. (iiiii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled fails to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth aboveDispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant to Section 10.02(a), or if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period, then the Indemnified Party may conduct and controlwill have the right to defend, through counsel of its own choosing and at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings will be vigorously and diligently prosecuted by the Indemnified Party to a final conclusion or will be settled at the discretion of the Indemnified Party (with the consent of the Indemnifying Party, which consent will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross- complaint against any Person (other than the Indemnified Party or any of its Affiliates). Notwithstanding the foregoing provisions of this Section 10.02(a)(ii), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability hereunder to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party's defense thereofpursuant to this Section 10.02(a)(ii) or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party will reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 10.02(a)(ii), and the Indemnifying Party shall cooperate will bear its own costs and expenses with it in connection therewith. The failure of respect to such participation. (iii) If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability to participate in, conduct the Indemnified Party with respect to the Third Party Claim under Section 10.01 or control such defense shall not relieve fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party with respect to such Third Party Claim, the Loss in the amount specified in the Claim Notice will be conclusively deemed a liability of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party under Section 10.01 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall be paid resolved by litigation in a court of competent jurisdiction. (b) In the event any Indemnified Party should have a claim under Section 10.01 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party prior to the expiration of the indemnification notice period described in this Section 10.02. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss in the amount specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section 10.01 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party disputes all or any portion of its liability with respect to such claim, it shall notify the Indemnified Party thereof in writing during the Dispute Period, specifying the portion of the claim that is disputed and the basis for such position. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party will be deemed to have accepted and be liable for payment of the undisputed portion of such claim on demand and the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction. (c) In the event of any Loss resulting from a misrepresentation, breach of warranty or nonfulfillment or failure to be performed of any covenant or agreement contained in this Agreement as incurredto which an Indemnified Party would be entitled to claim indemnity under Section 10.01 but for the Loss limitation provisions of Section 10.01(a) and (c), such Indemnified Party may nevertheless deliver a written notice to the Indemnifying Party containing the information that would be required in a Claim Notice or an Indemnity Notice, as applicable, with respect to such Loss. In the case of a Claim Notice, the provisions of Section 10.02(a)(i) will be applicable. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described therein or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Claim Notice or Indemnity Notice, as the case may be, the Loss specified in the notice will be conclusively deemed to have been incurred by the Indemnified Party for purposes of making the determination of the Loss limitations set forth in Section 10.01. If the Indemnifying Party has timely disputed the claim described in such Claim Notice or Indemnity Notice, as the case may be, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction. (d) In the event of any claim for indemnity under Section 10.01(a), Purchaser agrees to give Seller and its Representatives reasonable access to the Books and Records and Employees in connection with the matters for which indemnification is sought to the extent Seller reasonably deems necessary in connection with its rights and obligations under this Article X. (e) All payments made pursuant to this Article X shall be treated as an adjustment to the Purchase Price. (f) In the event an action, dispute, claim, counterclaim or controversy ("Dispute") arises between the parties arising out of or relating to this Agreement, the aggrieved party shall promptly against notify the other party of the Dispute within ten Business Days after such Dispute arises. If the parties have failed to resolve the Dispute within ten Business Days after delivery of invoices thereforsuch notice, each party shall, within five Business Days thereafter, nominate a senior officer of its management to meet to attempt to resolve the Dispute. The senior officers shall meet within twenty Business Days after their nomination. Should the senior officers be unable to resolve the Dispute, either party may pursue any and all available legal remedies, unless the parties mutually agree in writing to an alternative dispute resolution procedure.

Method of Asserting Claims. The party making a claim under this Section VIII is referred to as the "Indemnified Party" and the party against whom such claims are asserted under this Section VIII is referred to as the "Indemnifying Party". All claims for indemnification by any Indemnified Party under this Article V Section VIII shall be asserted and resolved as follows: (a) If In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party intends hereunder is asserted against or sought to seek indemnification under this Article Vbe collected from such Indemnified Party by a third party, it said Indemnified Party shall promptly with reasonable promptness notify in writing the Indemnifying Party in writing of such claim. The claim or demand (the "Claim Notice"); provided, however, that any failure to provide give such notice Claim Notice will not affect be deemed a waiver of any rights hereunder of the Indemnified Party except to the extent an the rights of the Indemnifying Party is materially are actually prejudiced thereby. (b) If by such claim involves a claim by a third-party against failure. The Indemnifying Party, upon request of the Indemnified Party, the Indemnifying Party shall, within ten days after receipt of such notice and upon notice shall retain counsel (who shall be reasonably acceptable to the Indemnified Party, assume, with counsel reasonably satisfactory ) to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that represent the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses disbursements of the Indemnified Party's counsel. Notwithstanding the foregoingsuch counsel with regard thereto; provided, (i) however, that the Indemnified Party mayis hereby authorized prior to the date on which it receives written notice from the Indemnifying Party designating such counsel, to retain counsel, whose fees and expenses shall be at the sole cost and expense of the Indemnifying PartyParty if the Indemnified Party has delivered a Claim Notice, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or pleading and take any such other action that which it reasonably shall deem necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party reasonably believes receives such notice from the Indemnifying Party. After the Indemnifying Party shall retain such counsel, the Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be necessary at the expense of such Indemnified Party unless (x) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or appropriate (y) the named parties of any such proceeding (including any impleaded -34- 39 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. The Indemnifying Party shall not, in connection with any proceedings or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one such firm for the Indemnified Party (except to the extent the Indemnified Party retained counsel to protect its interests(or the Indemnifying Party's) rights prior to the selection of counsel by the Indemnifying Party). If requested by the Indemnifying Party, (ii) the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party defends. A claim or demand may take over not be settled by the control Indemnifying Party without the prior written consent of the defense Indemnified Party (which consent will not be unreasonably withheld) unless, as part of such settlement, the Indemnified Party shall receive a full and unconditional release reasonably satisfactory to the Indemnified Party; provided, that if, notwithstanding the full and unconditional release of the Indemnified Party from all liability in respect of such claim or settlement demand, the Indemnified Party refuses to consent to such settlement, then thereafter the Indemnifying Party's liability to the Indemnified Party in respect of a third-such third party claim at shall not exceed the settlement amount included in such settlement offer, and the Indemnified Party shall either assume the defense of such third party claim or pay the Indemnifying Party's attorneys' fees and other out-of-pocket costs incurred thereafter in continuing the defense of such thirty party claim. (b) In the event any time if Indemnified Party shall have a claim against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it irrevocably waives its right to indemnity under this Article V by a third party, the Indemnified Party shall send a Claim Notice with respect to such claim and (iii) to the Indemnifying Party may notParty. (c) After delivery of a Claim Notice, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So so long as an Indemnifying Party is contesting any right to indemnification exists pursuant to this Section VIII, the affected parties each agree to retain all Books and Records related to such claim in good faithClaim Notice. In each instance, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not have the right to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid kept fully informed by the Indemnifying Party and its legal counsel with respect to any legal proceedings. Any information or documents made available to any party hereunder and designated as confidential by the party providing such information or documents and which is not otherwise generally available to the public and not already within the best knowledge of the party to whom the information is provided (unless otherwise covered by the confidentiality provisions of any other agreement among the parties hereto, or any of them), and except as may be required by applicable law, shall not be paid as incurreddisclosed to any third Person (except for the representatives of the party being provided with the information, promptly against delivery of invoices thereforin which event the party being provided with the information shall request its representatives not to disclose any such information which it otherwise required hereunder to be kept confidential).

Method of Asserting Claims. All claims for indemnification by any party seeking to be indemnified hereunder (the “Indemnified Party Party”) under this Article V shall ARTICLE 8 will be asserted and resolved as follows: (a) If In order for an Indemnified Party intends to seek be entitled to any indemnification provided for under Section 8.1 or 8.2 in respect of, arising out of or involving a claim or demand made by any Person not a Party, or an Affiliate of a Party, to this Article VAgreement against the Indemnified Party (a “Third Party Claim”), it the Indemnified Party shall promptly notify the Indemnifying Party in writing deliver a written notice of such claim. The Third Party Claim (the “Claim Notice”) to the indemnifying party (the “Indemnifying Party”) within ten (10) days after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, that failure to provide give such notice will Claim Notice shall not affect any rights the indemnification provided hereunder except to the extent an the Indemnifying Party shall have been actually prejudiced as a result of such failure. Any Claim Notice shall (i) state with reasonable specificity the basis on which indemnification is materially prejudiced therebybeing asserted, (ii) set forth the amount (estimated, if not known and if reasonably ascertainable at such time) of Losses for which indemnification is being asserted, and (iii) be accompanied by copies of all relevant pleadings, demands and other documentation in the possession of the Indemnified Party. (b) If such claim involves a claim by a third-party Third Party Claim is made against the an Indemnified Party, the Indemnifying Party shallshall be entitled to participate in the defense thereof and, if it so chooses, to assume and control the defense thereof with counsel selected by the Indemnifying Party, which counsel must be reasonably satisfactory to the Indemnified Party (which the Parties hereto acknowledge and agree that ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP and Gusrae ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PLLC, in each case, shall be deemed reasonable for purposes of this Agreement). Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party (x) shall within ten (10) days after receipt of such notice and upon the Claim Notice give written notice to the Indemnified Party of such election to assume the defense of such Third Party Claim and (y) shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, but shall continue to pay for any other Loss suffered. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, assume, . If (i) the Indemnifying Party shall not assume the defense of a Third Party Claim with counsel reasonably satisfactory to the Indemnified Party within a reasonable time after any Claim Notice, or (ii) legal counsel for the Indemnified Party notifies the Indemnifying Party in writing that there are or may be, and there is in fact a reasonable legal basis for believing that are, material legal defenses available to the Indemnifying Party or to other Indemnified Parties which are materially different from or additional to those available to the Indemnified Party, at which, if the sole cost Indemnified Party and expense the Indemnifying Party were to be represented by the same counsel, would constitute a conflict of interest for such counsel which prejudices prosecution of the defenses available to such Indemnified Party, or (iii) if the Indemnifying Party shall assume the defense of a Third Party Claim and fails to diligently prosecute such defense, then in each such case the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim, but in such event it shall be the obligation of the Indemnified Party to do so in a reasonably prudent manner, and, if it shall do so, the Indemnifying Party shall be liable for the reasonable out-of-pocket fees, charges and disbursements of counsel employed by the Indemnified Party, and the Indemnified Party shall be promptly reimbursed for any such reasonable out-of-pocket fees, charges and disbursements, as and when incurred. Whether the Indemnifying Party or the Indemnified Party control the defense of any Third Party Claim, the Parties hereto shall cooperate in the defense thereof. Such cooperation shall include (1) the retention and provision to the counsel of the controlling party of records and information which are reasonably relevant to such Third Party Claim, (2) making employees available on a mutually convenient basis to provide additional information and explanation or any material provided hereunder, (3) keeping the other Party fully informed as to all matters concerning such Third Party Claim, (4) promptly notifying the other Party in writing of any and all significant developments relating thereto, and (5) consulting with the other Party prior to acting on major matters, including settlement discussions. In the event the Indemnifying Party controls the defense of any Third Party Claim, the Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim (other than any such Third Party Claim in which criminal conduct is alleged) without the Indemnified Party's consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, and (ii) provides for no relief other than the payment of monetary damage and such monetary damages are paid or otherwise satisfied in full by the Indemnifying Party or the Indemnified Party has no liability therefor. In the event the Indemnified Party controls the defense of any Third Party Claim, the Indemnified Party shall have the right to settle, compromise or discharge a Third Party Claim (other than any such Third Party Claim in which criminal conduct is alleged) without the Indemnifying Party's consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) provides for no relief other than the payment of monetary damage. (c) In the event any Indemnified Party may present such counsel with should have a conflict of interest, then the claim under Section 8.1 or 8.2 against any Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) the Indemnified that does not involve a Third Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faithClaim, the Indemnified Party shall not pay or settle any promptly deliver a written notice of such claim without such (the “Indemnity Notice”) to the Indemnifying Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party's consentrights hereunder except to the extent that an Indemnifying Party demonstrates that it has been prejudiced thereby. Any Indemnity Notice shall (i) state with reasonable specificity the basis on which indemnification is being asserted, such consent not to be unreasonably withheld. Notwithstanding (ii) set forth the foregoingamount (estimated, if not known and if reasonably ascertainable at such time) of Losses for which indemnification is being asserted, and (iii) be accompanied by copies of all relevant documentation in the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary possession of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consentIndemnified Party. If the Indemnifying Party is not entitled has disputed its liability with respect to assume such claim, the defense of Indemnifying Party and the claim pursuant to the foregoing provisions or is entitled but does not contest such claim Indemnified Party will proceed in good faith (including if it does not notify the Indemnified Party of its assumption of the defense to negotiate a resolution of such claim dispute, and, if not resolved through negotiations within thirty (30) days (or such shorter period as may end on the ten-last day period set forth aboveof any applicable statute of limitations that falls within such 30 day period), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying any Party shall cooperate with have the right to take any legal or equitable action permitted by this Agreement that it in connection therewith. The failure of the Indemnified Party to participate in, conduct deems necessary or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices thereforappropriate.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party party under this Article V shall be asserted and resolved as follows: (a) If an a party (the "Indemnified Party Party") intends to seek indemnification under this Article V, it shall promptly notify the parties from which it is seeking indemnification (the "Indemnifying Party Parties") in writing of such claim. The failure to provide such notice will not affect any rights hereunder except to the extent an Indemnifying Party is materially prejudiced thereby. (b) If such claim involves a claim by a third-party against the Indemnified Party, the Indemnifying Party shall, within ten days after receipt of such notice and upon notice to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company TPT electing to be treated as a real investment trust within the meaning of Section 856 of the Code, and TPT is the Indemnified Party, then the Combined Company TPT shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices therefor.

Method of Asserting Claims. All claims for indemnification As used herein, an “Indemnified Party” shall refer to a Purchaser Indemnified Party or a Seller Indemnified Party, as applicable, and the “Indemnifying Party” shall refer to the party or parties hereto obligated to indemnify such Indemnified Party. 7.5.1 In the event that any of the Indemnified Parties is made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third party for the liability or the costs or expenses of which are Damages (any such third party action or proceeding being referred to as a “Claim”), then such Indemnified Party under this Article V shall give the Indemnifying Party written notice of the same within the earlier of fifteen (15) business days after receipt of such written assertion of a Claim or liability or ten (10) business days prior to the date a responsive pleading thereto is required to be filed (or promptly upon receipt by the Indemnified Party, if the Indemnified Party receives such complaint, petition or other pleading within such ten (10) business day period); and notwithstanding anything herein to the contrary, if the Indemnified Party receives a notice of the institution of audit procedures, a notice of adjustment, or a statutory notice of deficiency from the IRS which requires the filing of a document, including a protest or a petition, the Indemnified Party shall furnish the Indemnifying Party with a copy of such notice at least twenty (20) business days prior to the date such document is required to be filed (or promptly upon receipt by the Indemnified Party, if the Indemnified Party receives such notice of audit, notice of adjustment or statutory notice of deficiency within such twenty (20) business day period). The failure to give such notice shall not affect any Indemnified Party’s ability to seek reimbursement except to the extent such failure has materially adversely affected the Indemnifying Party’s ability to defend successfully a Claim. The Indemnifying Party shall be asserted entitled to contest and resolved as follows: defend such Claim; provided that the Indemnifying Party (ai) If an has a reasonable basis for concluding that such defense may be successful and (ii) diligently contests and defends such Claim. Notice of the intention so to contest and defend shall be given by the Indemnifying Party to the Indemnified Party intends within fifteen (15) business days after the Indemnified Party’s notice of such Claim (but, in any event, at least ten (10) business days prior to seek indemnification under this Article Vthe date that an answer to such Claim is due to be filed). Such contest and defense shall be conducted by reputable attorneys employed by the Indemnifying Party. If the Indemnifying Party fails to give such notice or assume such defense, it then the Indemnified Party shall promptly notify be entitled to undertake such defense and its reasonable costs and expenses (including, without limitation, attorney fees and expenses) shall be included in the Damages to be indemnified by the Indemnifying Party. If the Indemnifying Party elects to contest and defend a Claim, the Indemnified Party shall be entitled at any time, at its own cost and expense (which expense shall not constitute Damages unless the Indemnified Party reasonably determines that the Indemnifying Party is not adequately representing or, because of a conflict of interest, may not adequately represent, any interests of the Indemnified Parties, and only to the extent that such expenses are reasonable), to participate in such contest and defense and to be represented by attorneys of its or their own choosing. If the Indemnified Party elects to participate in such defense, the Indemnified Party will cooperate with the Indemnifying Party in writing the conduct of such claimdefense. The failure to provide such notice will not affect any rights hereunder except to If the extent an Indemnifying Party elects to contest and defend a Claim, (i) no compromise or settlement of such Claim may be effected by the Indemnifying Party without the Indemnified Party’s prior written consent unless (A) there is materially prejudiced thereby. (b) If such claim involves a claim by a third-party no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that have been made against the Indemnified Party, the Indemnifying Party shall, within ten days after receipt of such notice and upon notice to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at (B) the sole cost and expense of relief provided is monetary damages that are paid in full by the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present will have no liability with respect to any compromise or settlement of such counsel claims effected without its prior written consent. 7.5.2 If any Indemnified Party should have a claim for indemnification against any Indemnifying Party (whether such claim does not involve a Claim or involves a settled or resolved Claim which the Indemnifying Party has not defended for any reason, or a Claim from which an Indemnified Party has suffered Damages or other losses by reason of the Indemnifying Party’s failure to adequately represent an Indemnified Party’s interests or otherwise to indemnify the Indemnified Party), the Indemnified Party shall deliver a notice of such claim to the Indemnifying Party, setting forth in reasonable detail the identity, nature and estimated amount of Damages (if reasonably determinable) related to such claim or claims, with reasonable promptness and in all events prior to the expiration of the Indemnifying Party’s indemnification obligation hereunder. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such notice or fails to notify the Indemnified Party within twenty (20) days after delivery of such notice by the Indemnified Party whether the Indemnifying Party disputes the claim described in such notice, the Damages in the amount specified in the Indemnified Party’s notice will be conclusively deemed a conflict liability of interest, then the Indemnifying Party and the Indemnifying Party shall pay the reasonable fees and expenses amount of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) such Damages to the Indemnified Party mayon demand, at the sole cost and expense of the Indemnifying Party, at any time prior subject to the delivery of the notice referred to limitations set forth in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent7.6. If the Indemnifying Party is not entitled has timely disputed its liability with respect to assume such claim, the defense of Indemnifying Party and the claim pursuant to the foregoing provisions or is entitled but does not contest such claim Indemnified Party will proceed in good faith to negotiate a resolution of such dispute for a period of thirty (including if it does not notify the 30) days. 7.5.3 Any Indemnified Party of its assumption of the defense of such shall bring a claim within the ten-day period set forth above), then the Indemnified Party may conduct for indemnification hereunder in good faith and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate in a timely manner consistent with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices thereforgood commercial practices.

Method of Asserting Claims. (a) All claims for indemnification (“Indemnity Claims”) by any indemnified Party or a Party with respect to any other claim under or with respect to this Agreement or any Ancillary Agreements (the “Indemnified Party under this Article V Party”) hereunder shall be asserted and resolved as follows: set forth in this Section 7.3. In the event that any written claim or demand for which a Party (athe “Indemnifying Party”) If an would be liable to any Indemnified Party intends hereunder is asserted against or sought to seek indemnification under this Article Vbe collected from any Indemnified Party by a Third Party, it such Indemnified Party shall promptly promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of such claim or demand, notify the Indemnifying Party in writing of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (the “Claim Notice”). All indemnity claims by any Indemnified Party that do not involve Third Party claims shall be communicated via a Claim Notice to the other Party promptly following discovery of such claim. The failure to provide such notice will not affect any rights hereunder except to the extent an Indemnifying Party is materially prejudiced thereby. (b) If such claim involves a claim by a third-party against the Indemnified Party, the The Indemnifying Party shall, within ten shall have fifteen (15) days after receipt of such notice and upon notice to from the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense delivery or mailing of the Indemnifying Party, Claim Notice (the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that “Notice Period”) to notify the Indemnified Party may participate in such settlement whether or defense through counsel chosen by it. If not it desires to defend the Indemnified Party determines in good faith that representation by against such claim or demand. An election to assume the Indemnifying Party's counsel defense of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party claim or demand shall pay the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes not be deemed to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If admission that the Indemnifying Party is not entitled liable to the Indemnified Party in respect of such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party; provided, however, that the amount of such expenses shall be a liability of the Indemnifying Party hereunder, subject to the limitations set forth in this Article 8. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest within such claim in good faith fifteen (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above)15)-day period, then the Indemnified Party may conduct assume the defense thereof and the reasonable fees and disbursements of counsel for the Indemnified Party shall be deemed Losses hereunder, subject to the limitations set forth in this Article 8. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]. (c) In the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold the Indemnified Party harmless from and against any Third Party claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including without limitation, attorney’s fees and court costs) actually incurred by the Indemnifying Party in its defense of the Third Party claim. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings. If any Indemnified Party desires to participate in, but not control, through counsel of any such defense or settlement, it may do so at its own choosing sole cost and at expense. (d) The Indemnified Party shall not settle a claim or demand without the expense prior written consent of the Indemnifying Party, the settlement which shall not be unreasonably withheld, conditioned or defense thereof, and delayed. The Indemnifying Party may settle any claim or demand for monetary damages; it being understood that the Indemnifying Party shall cooperate with it in connection therewith. The failure not, without the prior written consent of the Indemnified Party to participate in, conduct or control such defense (which shall not relieve be unreasonably withheld, conditioned or delayed) settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the Indemnifying imposition of a consent order, injunction or decree that would substantially restrict the future activity or conduct of the Indemnified Party of or any obligation it may have hereunder. Any defense costs required to be paid by subsidiary or Affiliate thereof. (e) To the extent the Indemnifying Party shall be paid as incurredcontrol or participate in the defense or settlement of any Third Party claim or demand, the Indemnified Party will give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. (f) The controlling party, in either case, shall select counsel, contractors, experts and consultants of recognized standing and competence, shall take reasonable steps necessary in the investigation, defense or settlement thereof, and shall diligently and promptly pursue the resolution thereof. (g) Any notice of a claim by reason of any of the warranties or covenants contained in this Agreement shall state specifically the warranty or covenant with respect to which the claim is made, the facts giving rise to an alleged basis for the claim, and the amount of the liability asserted against delivery the Indemnifying Party by reason of invoices thereforthe claim. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].

Method of Asserting Claims. All claims Claims for indemnification by any an Indemnified Party under this Article V shall Section 7.1 will be asserted and resolved as follows: (a) If THIRD-PARTY CLAIMS. In the event that any claim or demand in respect of which an Indemnified Party intends to might seek indemnification under Section 7.1 in respect of, arising out of or involving a claim or demand made by any Person not a party to this Article VAgreement against an Indemnified Party (a “THIRD-PARTY CLAIM”), it the Indemnified Party shall promptly notify the Indemnifying Party in writing of such claim. The failure to provide such notice will not affect any rights hereunder except deliver a Claim Notice to the extent an either the Purchaser and Parent or the Seller and the Members, as appropriate, as the “Indemnifying Party is materially prejudiced thereby. Party” within sixty (b60) If such claim involves a claim by a third-party against the Indemnified Party, the Indemnifying Party shall, within ten days after receipt by such Indemnified Party of such written notice and upon notice to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Third Party may participate in such settlement or defense through counsel chosen by itClaim. If the Indemnified Party determines in good faith fails to provide the Claim Notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third-Party Claim to the extent that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present ’s ability to defend is actually prejudiced by such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses failure of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the The Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not will notify the Indemnified Party of its assumption of the defense of such claim as soon as practicable within the ten-day period set forth above), then Dispute Period whether the Indemnifying Party accepts or disputes its liability to the Indemnified Party may conduct under Section 7.1 and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and whether the Indemnifying Party shall cooperate with it in connection therewith. The failure of desires, at its sole cost and expense, to defend the Indemnified Party to participate in, conduct or control against such defense shall not relieve the Indemnifying Third-Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices thereforClaim.

Method of Asserting Claims. (a) All claims for indemnification by any Indemnified Party under indemnified party pursuant to this Article V VIII shall be asserted and resolved as follows: (a) If an Indemnified Party intends to seek indemnification under made in accordance with the provisions of this Article V, it shall promptly notify the Indemnifying Party in writing of such claim. The failure to provide such notice will not affect any rights hereunder except to the extent an Indemnifying Party is materially prejudiced therebySection 8.2. (b) If a third party asserts that an indemnified party is liable to such claim involves third party for a monetary or other obligation which may constitute or result in Damages for which the indemnified party may be entitled to indemnification pursuant to this Article VIII, and the indemnified party reasonably determines that it has a valid business reason to fulfill such obligation, then (i) the indemnified party shall be entitled to satisfy such obligation, (ii) the indemnified party may make a claim by for indemnification pursuant to this Article VIII, and (iii) the indemnified party shall be reimbursed for any such Damages for which it is entitled to indemnification pursuant to this Article VIII. (c) The indemnified party shall give prompt written notification to the indemnifying party of the commencement of any action, suit or proceeding relating to a third-third party against the Indemnified Partyclaim for which indemnification pursuant to this Article VIII may be sought. Within 20 days after delivery of such notification, the Indemnifying Party shallindemnifying party may, within ten days after receipt upon written notice thereof to the indemnified party, assume control of the defense of such notice and upon notice to the Indemnified Partyaction, assume, suit or proceeding with counsel reasonably satisfactory to the Indemnified Partyindemnified party, at provided each indemnifying party acknowledges in writing to the sole cost and expense indemnified party that any damages, fines, costs or other liabilities that may be assessed against the indemnified party in connection with such action, suit or proceeding constitute Damages for which the indemnified party shall be entitled to indemnification pursuant to this Article VIII. If no indemnifying party so assumes control of the Indemnifying Partysuch defense, the settlement or indemnified party shall control such defense. The party not controlling such defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), may participate therein at its own expense; provided that if the Indemnified Party may participate in indemnifying party assumes control of such settlement defense and the indemnified party reasonably concludes that the indemnifying party and the indemnified party have conflicting interests or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present different defenses available with respect to such counsel with a conflict of interestaction, then the Indemnifying Party shall pay suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Party's counselindemnified party shall be considered "Damages" for purposes of this Agreement. Notwithstanding The party controlling such defense shall keep the foregoing, (i) the Indemnified Party may, at the sole cost and expense other party advised of the Indemnifying Partystatus of such action, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer suit or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of proceeding and the defense or thereof and shall consider in good faith recommendations made by the other party with respect thereto. The indemnified party shall not agree to any settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may notaction, suit or proceeding without the prior written consent of the Indemnified Partyeach indemnifying party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party which shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or No indemnifying party shall agree to any settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Codesuch action, then the Combined Company shall make such decision to compromise suit or settle the third-party claim proceeding without the need to obtain the other prior written consent of each indemnified party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense which shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices thereforunreasonably withheld.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V shall Section 10.03 will be asserted and resolved as follows: (a) If In the event any claim or demand in respect of which an Indemnifying Party might seek indemnity under Section 10.03(a) or 10.03(b) is asserted against or sought to be collected from such Indemnified Party intends by a Person other than Parent, Holdings, Purchaser or any of their respective Affiliates (a “Third Party Claim”), the Indemnified Party shall deliver a Claim Notice with reasonable promptness to seek indemnification under this Article Vthe Indemnifying Party; provided, it shall promptly however, that the failure to so notify the Indemnifying Party in writing shall not relieve the Indemnifying Party of such claim. The failure to provide such notice will not affect any rights its obligations hereunder except to the extent an (and only to the extent) that such failure shall have caused the damages for which the Indemnifying Party is materially prejudiced therebyobligated to be greater than such damages would have been had the Indemnified Party given the Indemnifying Party prompt notice hereunder. The Indemnifying Party will notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party under Section 10.03(a) or 10.03(b) or whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. (bi) If such claim involves a claim by a third-party against the Indemnified Party, the Indemnifying Party shallacknowledges its indemnity obligation in writing and notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this Section 10.04(a), within ten days after receipt of such notice and upon notice then the Indemnifying Party will have the right to defend, with counsel selected by the Indemnifying Party who shall be reasonably acceptable to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, Party and at the sole cost and expense of the Indemnifying Party, the settlement or defense thereof (in such Third Party Claim by all appropriate proceedings, which case any Loss associated therewith shall proceedings will be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation vigorously and diligently prosecuted by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with to a conflict of interestfinal conclusion; provided, then however, that the Indemnifying Party shall pay obtain the reasonable fees and expenses prior written consent of the Indemnified Party's counselParty (which consent shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of a claim or ceasing to defend such claim. Notwithstanding If the foregoingIndemnifying Party assumes defense of a Third Party Claim, the Indemnifying Party will have full control of such defense and proceedings, including (iexcept as provided in the immediately preceding sentence) any settlement thereof; provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnifying Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Partyclause (i), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interestsinterests and not prejudicial to the Indemnifying Party; provided further, that the Indemnified Party may participate, at its own cost and expense (iiexcept as otherwise provided in the final sentence of this clause (i)), in the defense of such Third Party Claim; and provided further, that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person (other than the Indemnified Party or any of its Affiliates). The Indemnified Party will be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (A) so requested by the Indemnifying Party to participate or (B) the Indemnified Party may take over reasonably determines, after seeking the control advice of the defense or settlement of a third-party claim at any time if it irrevocably waives its right counsel to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle that a conflict or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, potential conflict exists between the Indemnified Party shall not pay or settle any such claim without such and the Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall Party that would make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. separate representation advisable. (ii) If the Indemnifying Party is not entitled fails to assume the defense of the claim pursuant acknowledge its indemnity obligation in writing or fails to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth aboveDispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant to this Section 10.04(a), or if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to respond to the Claim Notice within the Dispute Period, then the Indemnified Party may conduct and controlwill have the right to defend, through counsel of its own choosing and at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings will be vigorously and diligently prosecuted by the Indemnified Party to a final conclusion or, with the consent of the Indemnifying Party (which consent will not be unreasonably withheld, delayed or conditioned), may be settled by the Indemnified Party. If the Indemnified Party defends any Third Party Claim, then the Indemnifying Party shall be required to reimburse the Indemnified Party for the reasonable costs and expenses of defending such Third Party Claim within 30 Business Days after the date of receipt of any invoice that sets forth in reasonable detail the costs and expenses incurred. The Indemnified Party will have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof but shall not thereby waive any right to indemnity therefor pursuant to this Agreement; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person (other than the Indemnifying Party or any of its Affiliates). The Indemnifying Party may participate in any defense thereofcontrolled by the Indemnified Party pursuant to this clause (ii) at its own cost and expense. (b) In the event any Indemnified Party should have a claim under Section 10.03(a) or 10.03(b) against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice to the Indemnifying Party with reasonable promptness following its determination that it has such a claim. The Indemnifying Party shall notify the Indemnified Party within the Dispute Period if the Indemnifying Party disputes its liability to the Indemnified Party under this Article X. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party under this Article X, and the Indemnifying Party shall cooperate with it in connection therewith. The failure pay the amount of such liability to the Indemnified Party to participate inon demand, conduct or, in the case of any notice in which the amount of the claim (or control any portion of the claim) is estimated, on such defense shall not relieve later date when the amount of such claim (or such portion of the claim) becomes finally determined. (c) If the Indemnifying Party of any obligation it may have hereunder. Any defense costs required disputes its liability to be paid by the Indemnifying Indemnified Party under this Article X, then the Indemnified Party shall be paid as incurred, promptly against delivery free to seek enforcement of invoices thereforits rights to indemnification under this Agreement.

Method of Asserting Claims. The party making a claim under this Article V is referred to as the "Indemnified Party" and the party against whom such claims are asserted under Section 12.2 is referred to as the "Indemnifying Party". All claims for indemnification by any Indemnified Party under this Article V Section 12.2 shall be asserted and resolved as follows: (a) If In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party intends hereunder is asserted against or sought to seek indemnification under this Article Vbe collected from such Indemnified Party by a third party, it said Indemnified Party shall promptly within fifteen (15) days notify in writing the Indemnifying Party in writing of such claim. The claim or demand, specifying the nature of the specific basis for such claim or demand, and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand; any such notice, being the "Claim Notice"); provided, however, that any failure to provide give such notice Claim Notice will not affect be deemed a waiver of any rights hereunder of the Indemnified Party except to the extent an Indemnifying Party is materially prejudiced thereby. (b) If such claim involves a claim by a third-party against the Indemnified Party, rights of the Indemnifying Party shall, within ten days after receipt of such notice and upon notice to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, the settlement are actually prejudiced or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by itharmed. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the The Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled elect to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest any such claim in good faith (including if it does not notify or demand by delivering written notice to the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the election; provided that any Indemnified Party may conduct is hereby authorized prior to the date on which it receives written notice from the Indemnifying Party assuming such defense, to retain counsel, whose reasonable fees and control, through counsel of its own choosing and expenses shall be at the expense of the Indemnifying Party, to file any motion, answer or other pleading and take such other action which it reasonably shall deem necessary to protect its interests or those of the settlement or defense thereof, and Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. After the Indemnifying Party shall cooperate with it assume such defense, the Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless the named parties of 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. The Indemnifying Party shall not, in connection therewithwith any proceedings or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one such firm for the Indemnified Party (except to the extent the Indemnified Party retained counsel to protect its (or the Indemnifying Party's) rights prior to the selection of counsel by the Indemnifying Party). The failure Indemnified Party agrees to cooperate reasonably with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party defends. No claim or demand may be settled by an Indemnifying Party or, where permitted pursuant to this Agreement, by an Indemnified Party without the consent of the Indemnified Party to participate in, conduct in the first case or control such defense shall not relieve the consent of the Indemnifying Party in the second case, which consent shall not be unreasonably withheld, unless such settlement shall be accompanied by a complete release of the Indemnified Party in the first case or the Indemnifying Party in the second case. (b) In the event any obligation it may Indemnified Party shall have hereunder. Any defense costs required a claim against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party does not dispute such claim within thirty (30) days of receipt of the Claim Notice the amount of such claim shall be paid to the Indemnified Party within forty-five (45) days of receipt of the Claim Notice. (c) So long as any right to indemnification exists pursuant to this Article XI, the affected parties each agree to retain all books, records, accounts, instruments and documents reasonably related to the Claim Notice. In each instance, the Indemnified Party shall have the right to be kept informed by the Indemnifying Party and its legal counsel with respect to all significant matters relating to any legal proceedings. Any information or documents made available to any party hereunder, which information is designated as confidential by the party providing such information and which is not otherwise generally available to the public, or which information is not otherwise lawfully obtained from third parties or not already within the knowledge of the party to whom the information is provided (unless otherwise covered by the confidentiality provisions of any other agreement among the parties hereto, or any of them), and except as may be required by applicable law or requested by third party lenders to such party, shall not be disclosed to any third Person (except for the representatives of the party being provided with the information, in which event the party being provided with the information shall request its representatives not to disclose any such information which it otherwise required hereunder to be kept confidential). (d) To the extent a Loss occurs under Section 12.2(a), Hill and/or Pruitt may elect to meet such obliga▇▇▇▇ ▇y delivery for cancellation of a number of shares of Parent Common Stock. Any stock delivered pursuant to this Section 12.3(d) shall be paid as incurredvalued at the average of (i) a price equal to the fair market value on the date of delivery and (ii) and a price equal to the fair market value on the Closing Date (the "Fair Market Value"). To the extent a Loss occurs under Section 12.2(b), promptly against delivery Hill and Pruitt may elect to receive such pay▇▇▇▇ (i) in cash, or (ii) in a number of invoices thereforshares of Parent Common Stock having a Fair Market Value equal to such payment amount.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V shall Section 10.2 will be asserted and resolved as follows: (a) If In the event any claim or demand in respect of which an Indemnifying Party might seek indemnity under Section 10.2 is asserted against or sought to be collected from such Indemnified Party intends by a Person other than PRO Transferors, NorthTech or any Affiliate of any PRO Transferors or NorthTech (a 'Third Party Claim'), the Indemnified Party shall deliver a Claim Notice with reasonable promptness to seek indemnification under this Article Vthe Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, it shall promptly notify the Indemnifying Party in writing will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party's ability to defend has been irreparably prejudiced by such failure of the Indemnified Party. The Indemnifying Party will notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party under Section 10.2 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such claimThird Party Claim. (b) In the event any Indemnified Party should have a claim under Section 10.2 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to provide give the Indemnity Notice shall not impair such notice will not affect any party's rights hereunder except to the extent that an Indemnifying Party is materially demonstrates that it has been irreparably prejudiced thereby. (b) . If such claim involves a claim by a third-party against the Indemnified Party, the Indemnifying Party shall, within ten days after receipt of such notice and upon notice to notifies the Indemnified Party, assume, with counsel reasonably satisfactory Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified PartyParty within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, at the sole cost and expense Loss in the amount specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party under Section 10.2 and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses amount of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) such Loss to the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consenton demand. If the Indemnifying Party is not entitled has timely disputed its liability with respect to assume such claim, the defense of Indemnifying Party and the claim pursuant to the foregoing provisions or is entitled but does not contest such claim Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by arbitration in accordance with paragraph (including if it does not notify c) of this Section 10.2. (c) Any dispute submitted to arbitration pursuant to this Section 10.3 shall be finally and conclusively determined by the decision of a board of arbitration consisting of three (3) members (hereinafter sometimes called the 'Board of Arbitration') selected as hereinafter provided. Each of the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with select one (1) member and the third member shall be selected by mutual agreement of the other members, or if the other members fail to reach agreement on a third member within twenty (20) days after their selection, such third member shall thereafter be selected by the American Arbitration Association upon application made to it in connection therewithfor such purpose by the Indemnified Party. The failure Board of Arbitration shall meet in New York or such other place as a majority of the members of the Board of Arbitration determines more appropriate, and shall reach and render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to the amount, if any, which the Indemnifying Party is required to pay to the Indemnified Party in respect of a claim filed by the Indemnified Party. In connection with rendering its decisions, the Board of Arbitration shall adopt and follow such rules and procedures as a majority of the members of the Board of Arbitration deems necessary or appropriate. To the extent practical, decisions of the Board of Arbitration shall be rendered no more than thirty (30) calendar days following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to participate inbe delivered to the Indemnified Party and the Indemnifying Party. Any decision made by the Board of Arbitration (either prior to or after the expiration of such thirty (30) calendar day period) shall be final, conduct or control such defense shall not relieve binding and conclusive on the Indemnified Party and the Indemnifying Party of any obligation it may have hereunder. Any defense costs required and entitled to be paid enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. Each party to any arbitration shall bear its own expense in relation thereto, including but not limited to such party's attorneys' fees, if any, and the expenses and fees of the member of the Board of Arbitration appointed by such party, provided, however, that the expenses and fees of the third member of the Board of Arbitration and any other expenses of the Board of Arbitration not capable of being attributed to any one member shall be borne in equal parts by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices thereforand the Indemnified Party.

Method of Asserting Claims. The party making a claim under this Article 7 is referred to as the "Indemnified Party" and the party against whom such claims are asserted under this Article 7 is referred to as the "Indemnifying Party". All claims for indemnification by any Indemnified Party under this Article V 7 shall be asserted and resolved as follows: (a) If Whenever an Indemnified Party intends becomes aware of a claim for which an Indemnifying Party would be liable to seek indemnification under this Article Van Indemnified Party hereunder, it the Indemnified Party shall promptly with reasonable promptness notify in writing the Indemnifying Party in writing of such claim. The , identifying the representation or warranty on which such claim is based, the basis for such claim or demand, and the amount or the estimated amount thereof to the extent then determinable (which estimate shall not be conclusive of the final amount of such claim and demand; the "Claim Notice"); PROVIDED, that any failure to provide such notice give a Claim Notice will not affect be deemed a waiver of any rights hereunder of the Indemnified Party except to the extent an the rights of the Indemnifying Party is materially are actually prejudiced thereby. (b) by such failure. If the basis of such claim involves is a claim or demand by a third-party against third party, the Indemnifying Party, upon request of the Indemnified Party, the Indemnifying Party shall, within ten days after receipt of such notice and upon notice shall retain counsel (who shall be reasonably acceptable to the Indemnified Party, assume, with counsel reasonably satisfactory ) to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that represent the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses disbursements of the Indemnified Party's counsel. Notwithstanding the foregoingsuch counsel with regard thereto; PROVIDED, (i) the that any Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time is hereby authorized prior to the delivery of the date on which it receives written notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) from the Indemnifying Party may notdesignating such counsel, without the consent of the Indemnified Partyto retain counsel, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party whose fees and expenses shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, to file any motion, answer or other pleading and take such other action which it reasonably shall deem necessary to protect its interests or those of the settlement or defense thereof, and Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. After the Indemnifying Party shall cooperate with it in connection therewith. The failure of retain such counsel, the Indemnified Party shall have the right to participate inretain its own counsel, conduct or control but the fees and expenses of such defense counsel shall not relieve be at the expense of such Indemnified Party unless (x) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (y) representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not, in connection with any obligation it proceedings or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one such firm for the Indemnified Party (except to the extent the Indemnified Party retained counsel to protect its (or the Indemnifying Party's) rights prior to the selection of counsel by the Indemnifying Party). If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party defends. A claim or demand may not be settled by either party without the prior written consent of the other party (which consent shall not be unreasonably withheld) unless, as part of such settlement, the Indemnified Party shall receive a full and unconditional release reasonably satisfactory to such Indemnified Party. (b) Whenever any Indemnified Party shall have hereunder. Any defense costs required a claim against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be paid collected from it by a third party, the Indemnified Party shall send a Claim Notice with respect to such claim to the Indemnifying Party. (c) After delivery of a Claim Notice, so long as any right to indemnification exists pursuant to this Article 7, the affected parties each agree to retain all Books and Records related to such Claim Notice. In each instance, the Indemnified Party shall have the right to be kept fully informed by the Indemnifying Party and its legal counsel with respect to any legal proceedings. Any information or documents made available to any party hereunder and designated as confidential by the party providing such information or documents and which is not otherwise generally available to the public and not already within the knowledge of the party to whom the information is provided (unless otherwise covered by the confidentiality provisions of any other agreement among the parties hereto, or any of them), and except as may be required by applicable law, shall not be paid as incurreddisclosed to any third Person (except for the representatives of the party being provided with the information, promptly against delivery in which event the party being provided with the information shall request its representatives not to disclose any of invoices thereforsuch information which it has agreed hereunder to keep confidential).

Method of Asserting Claims. (a) All claims for indemnification (“Indemnity Claims”) by any indemnified Party or a Party with respect to any other claim under or with respect to this Agreement or any Ancillary Agreements (the “Indemnified Party under this Article V Party”) hereunder shall be asserted and resolved as follows: set forth in this Section 7.3. In the event that any written claim or demand for which a Party (athe “Indemnifying Party”) If an would be liable to any Indemnified Party intends hereunder is asserted against or sought to seek indemnification under this Article Vbe collected from any Indemnified Party by a Third Party, it such Indemnified Party shall promptly promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of such claim or demand, notify the Indemnifying Party in writing of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (the “Claim Notice”). All indemnity claims by any Indemnified Party that do not involve Third Party claims shall be communicated via a Claim Notice to the other Party promptly following discovery of such claim. The failure to provide such notice will not affect any rights hereunder except to the extent an Indemnifying Party is materially prejudiced thereby. (b) If such claim involves a claim by a third-party against the Indemnified Party, the The Indemnifying Party shall, within ten shall have fifteen (15) days after receipt of such notice and upon notice to from the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense delivery or mailing of the Indemnifying Party, Claim Notice (the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that “Notice Period”) to notify the Indemnified Party may participate in such settlement whether or defense through counsel chosen by it. If not it desires to defend the Indemnified Party determines in good faith that representation by against such claim or demand. An election to assume the Indemnifying Party's counsel defense of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party claim or demand shall pay the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes not be deemed to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If admission that the Indemnifying Party is not entitled liable to the Indemnified Party in respect of such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party; provided, however, that the amount of such expenses shall be a liability of the Indemnifying Party hereunder, subject to the limitations set forth in this Article 8. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest within such claim in good faith fifteen (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above)15)-day period, then the Indemnified Party may conduct assume the defense thereof and the reasonable fees and disbursements of counsel for the Indemnified Party shall be deemed Losses hereunder, subject to the limitations set forth in this Article 8. (c) In the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold the Indemnified Party harmless from and against any Third Party claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including without limitation, attorney’s fees and court costs) actually incurred by the Indemnifying Party in its defense of the Third Party claim. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings. If any Indemnified Party desires to participate in, but not control, through counsel of any such defense or settlement, it may do so at its own choosing sole cost and at expense. (d) The Indemnified Party shall not settle a claim or demand without the expense prior written consent of the Indemnifying Party, the settlement which shall not be unreasonably withheld, conditioned or defense thereof, and delayed. The Indemnifying Party may settle any claim or demand for monetary damages; it being understood that the Indemnifying Party shall cooperate with it in connection therewith. The failure not, without the prior written consent of the Indemnified Party to participate in, conduct or control such defense (which shall not relieve be unreasonably withheld, conditioned or delayed) settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the Indemnifying imposition of a consent order, injunction or decree that would substantially restrict the future activity or conduct of the Indemnified Party of or any obligation it may have hereunder. Any defense costs required to be paid by subsidiary or Affiliate thereof. (e) To the extent the Indemnifying Party shall be paid as incurredcontrol or participate in the defense or settlement of any Third Party claim or demand, the Indemnified Party will give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. (f) The controlling party, in either case, shall select counsel, contractors, experts and consultants of recognized standing and competence, shall take reasonable steps necessary in the investigation, defense or settlement thereof, and shall diligently and promptly pursue the resolution thereof. (g) Any notice of a claim by reason of any of the warranties or covenants contained in this Agreement shall state specifically the warranty or covenant with respect to which the claim is made, the facts giving rise to an alleged basis for the claim, and the amount of the liability asserted against delivery the Indemnifying Party by reason of invoices thereforthe claim.

Method of Asserting Claims. All claims for As used herein, an "Indemnified Party" shall refer to a "Investor Indemnified Party" or "Company Indemnified Party," as applicable, the "Notifying Party" shall refer to the party hereto whose Indemnified Parties are entitled to indemnification by any hereunder, and the "Indemnifying Party" shall refer to the party hereto obligated to indemnify such Notifying Party's Indemnified Party under this Article V shall be asserted and resolved as follows:Parties. (a) If an In the event that any of the Indemnified Parties is made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third party for the liability or the costs or expenses of which are Losses (any such third party action or proceeding being referred to as a "Claim"), the Notifying Party intends to seek indemnification under this Article V, it shall promptly notify give the Indemnifying Party in writing of such claimprompt notice thereof. The failure to provide give such notice will shall not affect any rights hereunder except Indemnified Party's ability to seek reimbursement unless such failure has materially and adversely affected the extent an Indemnifying Party's ability to defend successfully a Claim. The Indemnifying Party is materially prejudiced thereby. (b) If shall be entitled to contest and defend such claim involves a claim by a third-party against the Indemnified PartyClaim; provided, that the Indemnifying Party shall, (i) has a reasonable basis for concluding that such defense may be successful and (ii) diligently contests and defends such Claim. Notice of the intention so to contest and defend shall be given by the Indemnifying Party to the Notifying Party within ten 20 business days after receipt the Notifying Party's notice of such notice and upon notice Claim (but, in all events, at least five business days prior to the Indemnified Party, assume, with counsel reasonably satisfactory date that an answer to the Indemnified Party, at the sole cost such Claim is due to be filed). Such contest and expense of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen conducted by it. If the Indemnified Party determines in good faith that representation reputable attorneys employed by the Indemnifying Party's counsel of . The Notifying Party shall be entitled at any time, at its own cost and expense (i) which expense shall not constitute a Loss unless the Notifying Party reasonably determines that the Indemnifying Party and (ii) the Indemnified Party may present such counsel with is not adequately representing or, because of a conflict of interest, then may not adequately represent, any interests of the Indemnified Parties, and only to the extent that such expenses are reasonable), to participate in such contest and defense and to be represented by attorneys of its or their own choosing. If the Notifying Party elects to participate in such defense, the Notifying Party will cooperate with the Indemnifying Party shall pay in the reasonable fees and expenses conduct of such defense. Neither the Notifying Party nor the Indemnifying Party may concede, settle or compromise any Claim without the consent of the Indemnified Party's counselother party, which consents will not be unreasonably withheld. Notwithstanding the foregoing, (i) if a Claim seeks equitable relief or (ii) if the subject matter of a Claim relates to the ongoing business of any of the Indemnified Parties, which Claim, if decided against any of the Indemnified Parties, would materially adversely affect the ongoing business or reputation of any of the Indemnified Parties, then, in each such case, the Indemnified Parties alone shall be entitled to contest, defend and settle such Claim in the first instance and, if the Indemnified Parties do not contest, defend or settle such Claim, the Indemnifying Party shall then have the right to contest and defend (but not settle) such Claim. (b) In the event any Indemnified Party should have a claim against any Indemnifying Party that does not involve a Claim, the Notifying Party shall deliver a notice of such claim with reasonable promptness to the Indemnifying Party. If the Indemnifying Party notifies the Notifying Party that it does not dispute the claim described in such notice or fails to notify the Notifying Party within 30 days after delivery of such notice by the Notifying Party whether the Indemnifying Party disputes the claim described in such notice, the Loss in the amount specified in the Notifying Party's notice will be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party mayon demand. If the Indemnifying Party has timely disputed its Liability with respect to such claim, at the sole cost and expense Chief Executive Officers of each of the Indemnifying PartyParty and the Notifying Party will proceed in good faith to negotiate a resolution of such dispute, at any time prior to and if not resolved through the negotiations of such Chief Executive Officers within 60 days after the delivery of the Notifying Party's notice referred to of such claim, such dispute shall be resolved fully and finally as provided in the first sentence Section 15.7 of this Section 5.02(bAgreement. (c) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that After the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faithClosing, the Indemnified Party rights set forth in this Section 14 shall not pay be each party's sole and exclusive remedies against the other party hereto for misrepresentations or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheldbreaches of covenants contained in this Agreement and the Related Documents. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of nothing herein shall prevent any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party Parties from bringing an action based upon allegations of fraud or other intentional breach of an obligation of or with respect to participate ineither party in connection with this Agreement and the Related Documents. In the event such action is brought, conduct or control such defense the prevailing party's attorneys' fees and costs shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices therefornonprevailing party.

Method of Asserting Claims. (a) All claims for indemnification by any an Indemnified Party under Person pursuant to this Article V VII shall be asserted made in accordance with the provisions of this Section 7.2 and resolved as follows: (a) If an Indemnified Party intends to seek indemnification under this Article V, it shall promptly notify the Indemnifying Party in writing of such claim. The failure to provide such notice will not affect any rights hereunder except to the extent an Indemnifying Party is materially prejudiced therebyEscrow Agreement. (b) If such The Indemnified Person shall give prompt written notification to the Stockholders' Representative of the commencement of any action, suit or proceeding relating to a third party claim involves a claim by a third-party against for which indemnification pursuant to this Article VII and/or the corresponding indemnification provisions of any of the Other Stock Purchase Agreements may be sought; provided, however, that no delay on the part of the Indemnified PartyPerson in notifying the Stockholders' Representative shall relieve the Selling Stockholders from any liability or obligation under this Article VII and/or the corresponding indemnification provisions of any of the Other Stock Purchase Agreements 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 shallStockholders' Representative may, within ten days after receipt of such upon written notice and upon notice thereof to the Indemnified PartyPerson, assumeassume control of the defense of such action, suit or proceeding with counsel reasonably satisfactory to the Indemnified PartyPerson, at provided the sole cost and expense Stockholders' Representative acknowledges in writing to the Indemnified Person, on behalf of the Indemnifying PartySelling Stockholders, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Selling Stockholders shall indemnify the Indemnified Party Person with respect to all elements of such action, suit or proceeding and any Damages, fines, costs or other liabilities that may participate be assessed against the Indemnified Person in connection with such settlement action, suit or defense through counsel chosen by itproceeding. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel Stockholders' Representative does not so assume control of (i) the Indemnifying Party and (ii) such defense, the Indemnified Party Person shall control such defense. The party not controlling such defense may present participate therein at its own expense; provided, that if the Stockholders' Representative assumes control of such counsel defense and the Indemnified Person reasonably concludes that the indemnifying parties and the Indemnified Person have conflicting interests or different defenses available with a conflict of interestrespect to such action, then the Indemnifying Party shall pay suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Party's counselPerson shall be considered "Damages" for purposes of this Agreement. Notwithstanding The party controlling such defense shall keep the foregoing, (i) the Indemnified Party may, at the sole cost and expense other party advised of the Indemnifying Partystatus of such action, at suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the other party with respect thereto. The Indemnified Person shall not agree to any time settlement or the entry of a judgment in any such action, suit or proceeding without the prior to the delivery written consent of the notice referred Stockholders' Representative, which shall not be unreasonably withheld or delayed. The Stockholders' Representative shall not agree to in any settlement or the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement entry of a third-party claim at judgment in any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may notaction, suit or proceeding without the prior written consent of the Indemnified PartyPerson, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party which shall not pay or settle any such claim without such Indemnifying Party's consent, be unreasonably withheld (it being understood that it is reasonable to withhold such consent not to be unreasonably withheld. Notwithstanding the foregoingif, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the among other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Partythings, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure entry of a judgment (A) lacks a complete release of the Indemnified Party to participate in, conduct Person for all liability with respect thereto or control such defense shall not relieve (B) imposes any liability or obligation on the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices thereforIndemnified Person).

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V VI shall be asserted and resolved as follows: (a) If an Indemnified Party intends to seek indemnification under this Article VVI, it shall promptly notify the Indemnifying Party Fund III in writing of such claim. The failure to provide such notice will not affect any rights hereunder except to the extent an Indemnifying Party Fund III is materially prejudiced thereby. (b) If such claim involves a claim by a third-party against the Indemnified Party, the Indemnifying Party Fund III shall, within ten days after receipt of such notice and upon notice to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying PartyFund III, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying PartyFund III), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's Fund III’s counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party Fund III shall pay the reasonable fees and expenses of the Indemnified Party's ’s counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Indemnifying PartyFund III, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b6.02(b) by any Indemnifying PartyFund III, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V VI with respect to such claim and (iii) the Indemnifying Party Fund III may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party Fund III is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's Fund III’s consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated Parent as a real estate investment trust within the meaning of Section 856 of the Code, then the Combined Company Parent shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's ’s consent. If the Indemnifying Party Fund III is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it Fund III does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying PartyFund III, the settlement or defense thereof, and the Indemnifying Party Fund III shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party Fund III of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party Fund III shall be paid as incurred, promptly against delivery of invoices therefor.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V shall Section 14.01 will be asserted and resolved as follows: (a) If In the event any claim or demand in respect of which an Indemnifying Party might seek indemnity under Section 14.01 relates to a claim asserted against or sought to be collected from such Indemnified Party intends by a Person other than Transferor, Acquiror or any Affiliate of Transferor or Acquiror (a “Third Party Claim”), the Indemnified Party shall, if a claim is to seek indemnification be made against an Indemnifying Party under this Article VSection 14.01, it shall promptly notify deliver a Claim Notice to the Indemnifying Party in writing of such claim. The failure to provide such notice will not affect any rights hereunder except to the extent an Indemnifying Party is materially prejudiced thereby. (b) If such claim involves a claim by a third-party against after the Indemnified Party’s learning of such Third Party Claim. If the Indemnified Party fails to provide the Claim Notice after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall, within ten days after receipt will not be relieved of such notice and upon notice any liability that it may have to the Indemnified Party, assume, with counsel reasonably satisfactory except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Party, at ’s failure to give such notice. (i) If any Third Party Claim is brought against an Indemnified Party and it gives notice to the sole cost and expense Indemnifying Party of the Indemnifying Partycommencement of an Action or Proceeding related to the Third Party Claim, the settlement or defense thereof (in which case any Loss associated therewith shall Indemnifying Party will be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may entitled to participate in such settlement or defense through counsel chosen by it. If proceeding and, to the extent that it wishes (unless (A) the Indemnifying Party is also a party to such proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate, or (B) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Third Party Claim and provide indemnification with respect to such Third Party Claim), to assume the defense of such Third Party Claim with counsel satisfactory to the Indemnified Party and, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Third Party Claim, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article XIV for any fees of other counsel or any other expenses with respect to the defense of such Third Party Claim, in each case subsequently incurred by the Indemnified Party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a Third Party Claim, (A) it will be conclusively established for purposes of this Agreement that the Third Party Claim is within the scope of and subject to indemnification, (B) no compromise or settlement of such Third Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent unless (1) there is no finding or admission of any violation of Law or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, and (2) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party's counsel of ; and (iC) the Indemnifying Party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If a Claim Notice is given to an Indemnifying Party of the commencement of any Third Party Claim and the Indemnifying Party does not, within ten days after the Indemnified Party’s Claim Notice is given, give notice to the Indemnified Party of its election to assume the defense of such Third Party Claim, the Indemnifying Party will be bound by any determination made in any Action or Proceeding related to such Third Party Claim or any compromise of settlement effected by the Indemnified Party. (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) if an Indemnified Party determines that there is a reasonable probability that an Action or Proceeding related to a Third Party Claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party may, at the sole cost and expense of by notice to the Indemnifying Party, at join in (or, by waiving any time prior right to indemnification, to assume the delivery of the notice referred to in the first sentence of this Section 5.02(bexclusive) by any Indemnifying Partydefense, file any motioncompromise, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of such proceeding. (b) If any Indemnified Party has a third-party claim at under Section 14.01 against any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and Indemnifying Party that does not involve a Third Party Claim (iii) other than claims for Losses resulting from Indemnified Party’s participation in the defense of any Third Party Claim that are indemnifiable by the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent pursuant to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faiththis Section), the Indemnified Party shall not pay or settle any such claim without such deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party's consent, . The failure by any Indemnified Party to give the Indemnity Notice shall not impair such consent not party’s rights hereunder except to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of extent that any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consentIndemnifying Party has been irreparably prejudiced thereby. If the Indemnifying Party is does not entitled to assume the defense of the claim pursuant deliver a written objection to the foregoing provisions or is entitled but does not contest Indemnity Notice within ten days of receiving such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above)Indemnity Notice, then the final amount of Losses due and payable by such Indemnifying Party to such Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party pursuant to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party Indemnity Notice delivered under this Section 14.02(b) shall be paid as incurred, promptly against delivery of invoices thereforthe amount set forth in the Indemnity Notice.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V shall Section 12.01 will be asserted and resolved as follows: (a) If any claim or demand in respect of which an Indemnified Party intends might seek indemnity under Section 12.01 is asserted against or sought to seek indemnification under this Article Vbe collected from such Indemnified Party by a Person other than Seller or Purchaser or any Affiliate of Seller or of Purchaser (a “Third Party Claim”), it the Indemnified Party shall promptly deliver a Claim Notice with reasonable promptness to the Indemnifying Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party in writing of such claim. The failure to provide such notice will not affect any rights hereunder except disputes its liability to the extent an Indemnified Party under Section 12.01 and whether the Indemnifying Party is materially prejudiced therebydesires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. (bi) If such claim involves a claim by a third-party against the Indemnified Party, the Indemnifying Party shall, notifies the Indemnified Party within ten days after receipt of such notice and upon notice the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Indemnified PartyThird Party Claim pursuant to this Section 12.02(a), assume, with counsel reasonably satisfactory then the Indemnifying Party shall have the right to the Indemnified Partydefend, at the sole cost and expense of the Indemnifying Party, the settlement or defense thereof (in such Third Party Claim by all appropriate proceedings, which case any Loss associated therewith proceedings shall be vigorously and diligently prosecuted by the sole responsibility Indemnifying Party to a final conclusion or shall be settled at the discretion of the Indemnifying Party), provided that Party (but only with the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses consent of the Indemnified Party's counsel, which consent shall not be unreasonably withheld, conditioned or delayed in the case of any settlement that provides as its sole relief the payment of monetary damages as to which the Indemnified Party will be indemnified in full). Notwithstanding The Indemnifying Party shall have full control of such defense and proceedings, including (except as provided in the foregoingimmediately preceding sentence) any settlement thereof, (i) provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnifying Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party12.02(a), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interestsinterests and is not prejudicial to the Indemnifying Party (it being understood and agreed that, except as provided in Section 12.02(a)(ii), if an Indemnified Party takes any such action that is prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, the Indemnifying Party shall be relieved of its obligations hereunder with respect to the portion of such Third Party Claim prejudiced by the Indemnified Party’s action), and provided further, that if requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person (iiother than the Indemnified Party or any of its Affiliates). The Indemnified Party may retain separate counsel to represent it in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 12.02(a), and the Indemnified Party shall bear its own costs and expenses with respect to such separate counsel except as provided in the preceding sentence and except that the Indemnifying Party will pay the costs and expenses of such separate counsel if (x) in the Indemnified Party’s good faith judgment, it is advisable, based on advice of counsel, for the Indemnified Party to be represented by separate counsel because a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party which makes representation of both parties inappropriate under applicable standards of professional conduct or (y) the named parties to such Third Party Claim include both the Indemnifying Party and the Indemnified Party and the Indemnified Party determines in good faith, based on advice of counsel, that defenses are available to it that are unavailable to the Indemnifying Party. Notwithstanding the foregoing, the Indemnified Party may retain or take over the control of the defense or settlement of a third-party claim at any time Third Party Claim the defense of which the Indemnifying Party has elected to control if it the Indemnified Party irrevocably waives its right to indemnity under this Article V Section 12.01 with respect to such claim and Third Party Claim. (iiiii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled fails to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above)Dispute Period pursuant to Section 12.02(a) that the Indemnifying Party desires to defend the Third Party Claim or if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party may conduct and controlshall have the right to defend, through counsel of its own choosing and at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings will be vigorously and diligently prosecuted by the Indemnified Party to a final conclusion or will be settled at the discretion of the Indemnified Party (with the consent of the Indemnifying Party, which consent will not be unreasonably withheld, conditioned or delayed). The Indemnified Party will have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof, provided, however, that if requested by the Indemnified Party, the Indemnifying Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person (other than the Indemnifying Party or any of its Affiliates). Notwithstanding the foregoing provisions of this Section 12.02(a)(ii), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability hereunder to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in Section 12.02(a)(iii), the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense thereofpursuant to this Section 12.02(a)(ii) or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation. The Indemnifying Party may retain separate counsel to represent it in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 12.02(a)(ii), and the Indemnifying Party shall cooperate bear its own costs and expenses with it in connection therewith. The failure of respect to such participation. (iii) If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability to participate in, conduct the Indemnified Party with respect to the Third Party Claim under Section 12.01 or control such defense shall not relieve fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party with respect to such Third Party Claim, the Loss arising from such Third Party Claim shall be conclusively deemed a liability of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party under Section 12.01 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand following the final determination thereof. (b) If any Indemnified Party should have a claim under Section 12.01 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss arising from the claim specified in such Indemnity Notice shall be paid as incurredconclusively deemed a liability of the Indemnifying Party under Section 12.01 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand following the final determination thereof. If the Indemnifying Party disputes the claim described in the Indemnity Notice, promptly against delivery of invoices thereforthe Indemnified Party may proceed to take any and all actions available to it in law or equity to recover any amounts due to it pursuant to this ARTICLE XII.

Method of Asserting Claims. All claims for indemnification by any DISH Indemnified Party under this Article V Person or EchoStar Indemnified Person (each an “Indemnified Party”) shall be asserted and resolved as follows: (a) If an set forth in this Section 4.4. Any Indemnified Party intends seeking indemnity pursuant to seek Section 4.1 or Section 4.2 shall notify in writing the Party from whom indemnification is sought (the “Indemnifying Party”) of such demand for indemnification. The Indemnifying Party shall have *** from the personal delivery or mailing of such notice (the “Notice Period”) to notify the Indemnified Party whether or not it desires to defend the Indemnified Party against such claim *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under this Article V, it shall promptly notify the Securities Exchange Act. or demand with respect to a claim or demand based on a third party claim (a “Third Party Claim”). In the event that the Indemnifying Party in writing of such claim. The failure to provide such notice will not affect any rights hereunder except to the extent an Indemnifying Party is materially prejudiced thereby. (b) If such claim involves a claim by a third-party against notifies the Indemnified PartyParty within the Notice Period that, with respect to a Third Party Claim, it desires to defend the Indemnified Party against such Third Party Claim, the Indemnifying Party shall, within ten days after receipt of such notice and upon notice shall have the right to defend the Indemnified Party at the Indemnifying Party, assume, ’s sole cost and expense and with counsel (plus local counsel if appropriate) reasonably satisfactory to the Indemnified Party. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Sections 4.1 or 4.2 (whether or not the Indemnified Party is an actual or potential party thereto), unless such compromise, consent or settlement involves only the payment of money damages for which the Indemnifying Party will indemnify the Indemnified Party hereunder. If the right to assume and control the defense is exercised, the Indemnified Party shall have the right to participate in, but not control, such defense at its own expense and the sole Indemnifying Party’s indemnity obligations shall be deemed not to include attorneys’ fees and litigation expenses incurred in such participation by the Indemnified Party after the assumption of the defense by the Indemnifying Party in accordance with the terms of this Agreement; provided, however, that the Indemnified Parties collectively shall be entitled to employ one firm or separate counsel (plus local counsel if appropriate) to represent the Indemnified Party if, in the opinion of counsel to each Indemnified Party seeking to employ such separate counsel, a conflict of interest between such Indemnified Party or Parties and the Indemnifying Party exists in respect of such claim and in each such event, the fees, costs and expenses of one such firm or separate counsel (plus one local counsel per jurisdiction if appropriate) shall be paid in full by the Indemnifying Party. If the Indemnifying Party has not elected to assume the defense of a Third Party Claim within the Notice Period, the Indemnified Party may defend and settle the claim for the account and cost and expense of the Indemnifying Party; provided that the Indemnified Party will not settle the Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnified Party shall cooperate with the settlement or defense thereof (in which case any Loss associated therewith Indemnifying Party and, subject to obtaining proper assurances of confidentiality and privilege, shall be make available to the sole responsibility Indemnifying Party all pertinent information under the control of the Indemnifying Indemnified Party). Notwithstanding the foregoing, provided that in the Indemnified case of a Third Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of Claim regarding Taxes, (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at not settle or compromise any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the written consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise withheld or settlement of delayed and (ii) a third-party DISH Party shall only control such a claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify is solely with respect to a taxable year or other taxable period that ends on or before the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices thereforClosing Date.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 7.3 and this Article V VIII shall be asserted and resolved as follows: (a) If an Indemnified Party intends to seek indemnification under this Article VVIII, it shall promptly (i) notify the Indemnifying Party in writing of such claim, indicating with reasonable particularity the nature of such claim and the basis therefor (including a good faith estimate of the amount of Losses), and (ii) provide the Indemnifying Party with all relevant information that is material to the claim or that the Indemnifying Party may reasonably request (but any such notice and information from a REIT Indemnified Party need be given only to the Sellers’ Representative). The failure to provide such notice and information will not affect any rights hereunder except to the extent an the Indemnifying Party is materially prejudiced thereby. (b) If such claim involves a claim by a third-third party against the Indemnified Party, the Indemnifying Party shallmay, within ten 21 days after receipt of such notice and information, and upon notice to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, Party assume the settlement or defense thereof (in which case any Loss associated therewith shall be thereof, with counsel reasonably satisfactory to the sole responsibility of the Indemnifying Indemnified Party); provided, provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by itit at the sole cost and expense of the Indemnified Party. If the Indemnifying Party assumes the settlement or defense of such claim and the Indemnified Party determines reasonably and in good faith that representation by the Indemnifying Party's ’s counsel of (i) both the Indemnifying Party and (ii) the Indemnified Party may would present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party's ’s counsel. Notwithstanding the foregoing, (iA) the Indemnified Party may, at the sole cost and expense of the Indemnifying Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party8.5(b), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (iiB) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V Agreement with respect to such claim and (iiiC) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment, such consent not to be unreasonably withheld or delayed. So long as an the Indemnifying Party is contesting any such claim in good faithfaith in accordance with the first sentence of this Section 8.5(b), the Indemnified Party shall (1) not pay or settle any such claim without such the Indemnifying Party's ’s consent, such consent not to be unreasonably withheld. Notwithstanding withheld or delayed and (2) cooperate fully with the foregoing, if Indemnifying Party and its counsel in the compromise or settlement and defense of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consentclaim. If the Indemnifying Party is not entitled to join in or assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten30-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The Except as otherwise expressly provided in this Section 8.5, the failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party on behalf of the Indemnified Party shall be paid as incurred, promptly against delivery of reasonably detailed invoices therefor. (c) An Indemnified Party shall (i) pursue a claim for indemnification under this Article VIII on a timely basis and (ii) to the extent it is reasonably practical to do so, provide the Indemnifying Party with a good faith estimate of the amount of a claim at the time it is asserted; provided, that the Indemnified Party’s failure comply with either of the preceding clauses (i) or (ii) shall not affect any rights hereunder except to the extent the Indemnifying Party is materially prejudiced thereby.

Method of Asserting Claims. All claims for indemnification under this Section 7 by any person entitled to indemnification (an “Indemnified Party Party”) under this Article V shall Section 7 will be asserted and resolved as follows: (a) If In the event any claim or demand, for which a Party hereto (an “Indemnifying Party”) would be liable for the Damages to an Indemnified Party, is asserted against or sought to be collected from an Indemnified Party intends by a person other than the Sellers, Buyer or their Affiliates (a “Third Party Claim”), the Indemnified Party shall give a notice of its claim (a “Claim Notice”) to seek the Indemnifying Party within thirty (30) calendar days after the Indemnified Party receives written notice of such Third Party Claim; provided, however, that notice shall be given by the Indemnified Party to the Indemnifying Party within fifteen (15) calendar days after receipt of a complaint, petition or institution of other formal legal action against the Indemnified Party. Such notice by the Indemnified Party will describe the Third Party Claim in reasonable detail, will include the justification for the demand for indemnification under this Article VAgreement with specificity, it shall promptly notify will include copies of all available material written evidence thereof, and will indicate the estimated amount, if reasonably practicable, of the Losses that have been or may be sustained by the Indemnified Party. If the Indemnified Party fails to provide the Claim Notice within such applicable time period after the Indemnified Party receives written notice of such Third Party Claim and thereby materially impairs the Indemnifying Party’s ability to protect its interests, the Indemnifying Party in writing of will not be obligated to indemnify the Indemnified Party with respect to such claimThird Party Claim. The failure to provide such notice will not affect any rights hereunder except to the extent an Indemnifying Party is materially prejudiced therebywill notify the Indemnified Party within thirty (30) calendar days after receipt of the Claim Notice (the “Notice Period”) whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Third Party Claim. (bi) If such claim involves a claim by a third-party against the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this Section 7.4(a), then the Indemnifying Party will have the right to defend, at its sole cost and expense, such Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party. The Indemnifying Party will have full control of such defense and proceedings, including any compromise or settlement thereof. Notwithstanding the foregoing, the Indemnified Party may, at its sole cost and expense, file during the Notice Period any motion, answer or other pleadings that the Indemnified Party may deem necessary or appropriate to protect its interests or those of the Indemnifying Party and which is not prejudicial, in the reasonable judgment of the Indemnifying Party, to the Indemnifying Party. Except as provided in Section 7.4(a)(ii) hereof, if an Indemnified Party takes any such action that is prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, the Indemnifying Party shall, within ten days after receipt will be relieved of its obligations hereunder with respect to the portion of such notice and upon notice to Third Party Claim prejudiced by the Indemnified Party’s action. If requested by the Indemnifying Party, assumethe Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel reasonably satisfactory in contesting any Third Party Claim that the Indemnifying Party elects to contest, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any person (other than the Indemnified PartyParty or any of its Affiliates). The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(a)(i), and except as specifically provided in this Section 7.4(a)(i), the Indemnified Party will bear its own costs and expenses with respect to such participation. (ii) If the Indemnifying Party fails to notify the Indemnified Party within the Notice Period that the Indemnifying Party desires to defend the Indemnified Party pursuant to this Section 7.4(a), or if the Indemnifying Party gives such notice but fails to prosecute diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Notice Period, then the Indemnified Party will have the right to defend, at the sole cost and expense of the Indemnifying Party, the settlement or defense thereof (in Third Party Claim by all appropriate proceedings, which case any Loss associated therewith shall proceedings will be the sole responsibility of the Indemnifying Party), provided that promptly and reasonably prosecuted by the Indemnified Party may participate in such settlement to a final conclusion or defense through counsel chosen by it. If will be settled at the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses discretion of the Indemnified Party's counsel. Notwithstanding the foregoingThe Indemnified Party will have full control of such defense and proceedings, (i) including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party mayagrees, at the sole cost and expense of the Indemnifying Party, at to cooperate with the Indemnified Party and its counsel in contesting any time prior Third Party Claim which the Indemnified Party is contesting, or, if appropriate and related to the delivery Third Party Claim in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any person (other than the Indemnifying Party or any of its Affiliates). Notwithstanding the notice referred to in the first sentence foregoing provisions of this Section 5.02(b) by any 7.4(a)(ii), if the Indemnifying Party, file any motion, answer or other pleadings or take any other action that Party has notified the Indemnified Party reasonably believes with reasonable promptness that the Indemnifying Party disputes its liability to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim Third Party Claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party if such dispute is contesting any such claim resolved in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense favor of the Indemnifying Party, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4(a)(ii). Subject to the above terms of this Section 7.4(a)(ii), the Indemnifying Party may participate in, but not control, any defense or settlement or defense thereofcontrolled by the Indemnified Party pursuant to this Section 7.4(a)(ii), and the Indemnifying Party shall cooperate will bear its own costs and expenses with it in connection therewithrespect to such participation. The failure of the Indemnified Party shall give sufficient prior notice to participate in, conduct or control such defense shall not relieve the Indemnifying Party of the initiation of any obligation it may have hereunder. Any defense costs required discussions relating to be paid by the settlement of a Third Party Claim to allow the Indemnifying Party to participate therein. (b) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from the Indemnified Party, the Indemnified Party shall be paid as incurreddeliver an Indemnity Notice to the Indemnifying Party. The term “Indemnity Notice” shall mean written notification of a claim for indemnity under Section 7 hereof (which claim does not involve a Third Party Claim) by an Indemnified Party to an Indemnifying Party pursuant to this Section 7.4, promptly against delivery specifying the nature of invoices thereforand specific basis for such claim and the amount or the estimated amount of such claim. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been prejudiced thereby.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V 12 shall be asserted and resolved as follows: (a) If an Indemnified Party intends to seek indemnification under this Article V12, it shall promptly notify the Indemnifying Party in writing of such claim. The failure to provide such notice promptly will not affect any rights hereunder except to the extent an the Indemnifying Party is materially prejudiced thereby. (b) If such claim involves a claim by a third-third party against the Indemnified Party, and provided the claim by the Indemnified Party is not of a type for which the Indemnifying Party’s liability may be limited by Section 12.04, the Indemnifying Party shallmay, within ten 20 days after receipt of such notice and upon notice to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's ’s counsel of (i) both the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party's ’s counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Indemnifying Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party12.05(b), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-third party claim at any time if it irrevocably waives its right to indemnity under this Article V 12 with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment, such consent not to be unreasonably withheld. So long as an the Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such the Indemnifying Party's ’s consent, such consent not to be unreasonably withheld. Notwithstanding In circumstances where the foregoing, if Indemnifying Party elects to assume the compromise settlement or settlement defense of a third-third party claim could reasonably be expected against an Indemnified Party, the Indemnified Party must allow the Indemnifying Party reasonable access to adversely affect the status it business premises and records in support of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise that defense or settle the third-party claim without the need to obtain the other party's consentsettlement. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-20 day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the reasonable expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate to a reasonable extent with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such reasonable defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices therefor.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V shall Section 10.1 will be asserted and resolved as follows: (a) If a. In order for an Indemnified Party intends to seek be entitled to any indemnification provided for under Section 10.1 in respect of, arising out of or involving a claim or demand made by any Person not a party to this Article VAgreement against the Indemnified Party (a "Third Party Claim"), it the Indemnified Party shall promptly notify deliver a Claim Notice to the Indemnifying Party in writing promptly after receipt by such Indemnified Party of such claim. The written notice of the Third Party Claim; provided, that failure to provide give such notice will Claim Notice shall not affect any rights the indemnification provided hereunder except to the extent an the Indemnifying Party is materially shall have been actually prejudiced therebyas a result of such failure. (b) b. If such claim involves a claim by a third-party Third Party Claim is made against the an Indemnified Party, the Indemnifying Party shallshall be entitled to participate in the defense thereof and, within ten days after receipt of such notice if it so chooses, to assume and upon notice control the defense thereof with counsel selected by the Indemnifying Party, which counsel must be reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, assumethe Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, but shall continue to pay for any other Loss suffered. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. If (i) the Indemnifying Party shall not assume the defense of a Third Party claim with counsel reasonably satisfactory to the Indemnified Party within a reasonable time after any Claim Notice, or (ii) legal counsel for the Indemnified Party notifies the Indemnifying Party in writing that there are or may be, and there is in fact a reasonable legal basis for believing that are, material legal defenses available to the Indemnifying Party or to other Indemnified Parties which are materially different from or additional to those available to the Indemnified Party, at which, if the sole cost Indemnified Party and expense the Indemnifying Party were to be represented by the same counsel, would constitute a conflict of interest for such counsel which prejudices prosecution of the defenses available to such Indemnified Party, or (iii) if the Indemnifying Party shall assume the defense of a Third Party Claim and fails to diligently prosecute such defense, then in each such case the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the settlement or defense thereof (of the Third Party Claim, but in which case any Loss associated therewith such event it shall be the sole responsibility obligation of the Indemnifying Party), provided that the Indemnified Party may participate to do so in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interestreasonably prudent manner, then and, if it shall do so, the Indemnifying Party shall pay be liable for the reasonable fees fees, charges and expenses disbursements of counsel employed by the Indemnified Party's counsel. Notwithstanding , and the foregoingIndemnified Party shall be promptly reimbursed for any such fees, charges and disbursements, as and when incurred. (i) the Indemnified Party may, at the sole cost constitutes a complete and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim unconditional discharge and (iii) the Indemnifying Party may not, without the consent release of the Indemnified Party, settle and (ii) provides for no relief other than the payment of monetary damage and such monetary damages are paid or compromise any action or consent to otherwise satisfied in full by the entry of any judgment. So long as an Indemnifying Party is contesting or the Indemnified Party has no liability therefor. c. In the event any such Indemnified Party should have a claim in good faithunder Section 10.1 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall not pay or settle any such claim without such promptly deliver an Indemnity Notice to the Indemnifying Party's consent, . The failure by any Indemnified Party to give the Indemnity Notice shall not impair such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consentrights hereunder except to the extent that an Indemnifying Party demonstrates that it has been prejudiced thereby. If the Indemnifying Party is not entitled has disputed its liability with respect to assume such claim, the defense of Indemnifying Party and the claim pursuant to the foregoing provisions or is entitled but does not contest such claim Indemnified Party will proceed in good faith (including if it does not notify the Indemnified Party of its assumption of the defense to negotiate a resolution of such claim dispute, and, if not resolved through negotiations within thirty (30) days (or such shorter period as may end on the ten-last day period set forth aboveof any applicable statute of limitations that falls within such 30 day period), then any party shall have the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement right to take any legal or defense thereof, and the Indemnifying Party shall cooperate with equitable action permitted by this Agreement that it in connection therewith. The failure of the Indemnified Party to participate in, conduct deems necessary or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices thereforappropriate.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V shall be asserted and resolved as follows: (a) If an In the event any claim or demand is asserted against or sought to be collected from such Indemnified Party intends by a Person other than a party hereto (a “Third Party Claim”), the Indemnified Party shall deliver a Claim Notice with reasonable promptness to seek indemnification under this Article Vthe Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, it shall promptly notify the Indemnifying Party in writing of shall not be obligated to indemnify the Indemnified Party with respect to such claim. The failure to provide such notice will not affect any rights hereunder except Third Party Claim to the extent an that the Indemnifying Party’s ability to defend has been irreparably and materially prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party under Section 7.02 or Section 7.03, as the case may be, and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party pursuant to the preceding sentence that the Indemnifying Party desires to defend the Indemnified Party against the Third Party Claim, then the Indemnifying Party shall provide reasonable assurance of the Indemnifying Party’s ability to pay the Third Party Claim. Anything to the contrary in this Article 7 notwithstanding (including this Section 7.05), the Parent shall retain the right to control in all respects any Action, matter or other proceeding relating to Taxes, regardless of whether the Seller Group is materially prejudiced therebyobligated to indemnify the Parent with respect to such Action, matter or other proceeding. (b) If such claim involves a claim by a third-party against the Indemnified Party, the Indemnifying Party shall, notifies the Indemnified Party within ten days after receipt of such notice and upon notice the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Indemnified PartyThird Party Claim pursuant to this Section 7.05, assumeand provides the reasonable assurance described in the penultimate sentence of Section 7.05(a), then the Indemnifying Party shall have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, the settlement or defense thereof (in such Third Party Claim by all appropriate proceedings, which case any Loss associated therewith proceedings shall be vigorously and diligently prosecuted by the sole responsibility Indemnifying Party to a final conclusion or shall be settled at the discretion of the Indemnifying Party), provided that Party (but only with the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses consent of the Indemnified Party's counsel, which shall not be unreasonably withheld, in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the payment of monetary damages as to which the Indemnified Party shall not be indemnified in full pursuant to Section 7.02 or Section 7.03, as applicable). Notwithstanding the foregoingThe Indemnifying Party shall have full control of such defense and proceedings; provided, (i) however, that the Indemnified Party may, at the sole cost and expense of the Indemnifying Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Partyclause (b), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided further, (ii) that if requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.05(b), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may take over the control of the defense or settlement of a third-party claim Third Party Claim at any time if it irrevocably waives its right to indemnity under this Article V Section 7.02 or Section 7.03, as applicable, with respect to such claim and Third Party Claim. (iiic) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled fails to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth aboveDispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant to Section 7.05(b), or if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party gives notice that it elects not to defend the Third Party Claim, then the Indemnified Party may conduct and controlshall have the right to defend, through counsel of its own choosing and at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in a reasonable manner and in good faith or shall be settled at the discretion of the Indemnified Party. The Indemnified Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party shall, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim that the Indemnified Party is contesting. The Indemnifying Party may participate in, but not control, any defense or defense thereofsettlement controlled by the Indemnified Party pursuant to this Section 7.05(c), and the Indemnifying Party shall cooperate bear its own costs and expenses with it in connection therewith. The failure of respect to such participation. (d) If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability to participate inthe Indemnified Party with respect to the Third Party Claim under Section 7.02 or Section 7.03, conduct as applicable, or control such defense shall not relieve fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party with respect to such Third Party Claim, the Loss in the amount specified in the Claim Notice shall be conclusively deemed a liability of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party under Section 7.02 or Section 7.03, as applicable, and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to attempt to negotiate a resolution of such dispute within 30 days. (e) In the event any Indemnified Party should have a claim under Section 7.02 or Section 7.03, as applicable, against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been irreparably and materially prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss in the amount specified in the Indemnity Notice shall be paid as incurredconclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim, promptly against delivery the Indemnifying Party and the Indemnified Party shall proceed in good faith to attempt to negotiate a resolution of invoices thereforsuch dispute within thirty (30) days.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V shall Section 7.2 will be asserted and resolved as follows: (a) If : In the event any claim or demand in respect of which an Indemnifying Party might seek indemnity under Section 7.2 is asserted against or sought to be collected from such Indemnified Party intends by a Person other than the Company Shareholders or the Indemnifying Officer, Parent or any Affiliate of any Company Shareholders, Indemnifying Officer or Parent (a "Third Party Claim"), the Indemnified Party shall deliver a Claim Notice with reasonable promptness to seek indemnification under this Article Vthe Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, it shall promptly notify the Indemnifying Party in writing will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party's ability to defend has been irreparably prejudiced by such failure of the Indemnified Party. The Indemnifying Party will notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party under Section 7.2 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such claimThird Party Claim. In the event any Indemnified Party should have a claim under Section 7.2 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to provide give the Indemnity Notice shall not impair such notice will not affect any party's rights hereunder except to the extent that an Indemnifying Party is materially demonstrates that it has been irreparably prejudiced thereby. (b) . If such claim involves a claim by a third-party against the Indemnified Party, the Indemnifying Party shall, within ten days after receipt of such notice and upon notice to notifies the Indemnified Party, assume, with counsel reasonably satisfactory Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified PartyParty within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, at the sole cost and expense Loss in the amount specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party under Section 7.2 and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses amount of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) such Loss to the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consenton demand. If the Indemnifying Party is not entitled has timely disputed its liability with respect to assume such claim, the defense of Indemnifying Party and the claim pursuant to the foregoing provisions or is entitled but does not contest such claim Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by arbitration in accordance with paragraph (including if it does not notify c) of this Section 7.3. Any dispute submitted to arbitration pursuant to this Section 7.3 shall be finally and conclusively determined by the decision of a board of arbitration consisting of three (3) members (hereinafter sometimes called the "Board of Arbitration") selected as hereinafter provided. Each of the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with select one (1) member and the third member shall be selected by mutual agreement of the other members, or if the other members fail to reach agreement on a third member within twenty (20) days after their selection, such third member shall thereafter be selected by the American Arbitration Association upon application made to it in connection therewithfor such purpose by the Indemnified Party. The failure Board of Arbitration shall meet in Florida or such other place as a majority of the members of the Board of Arbitration determines more appropriate, and shall reach and render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to the amount, if any, which the Indemnifying Party is required to pay to the Indemnified Party in respect of a claim filed by the Indemnified Party. In connection with rendering its decisions, the Board of Arbitration shall adopt and follow such rules and procedures as a majority of the members of the Board of Arbitration deems necessary or appropriate. To the extent practical, decisions of the Board of Arbitration shall be rendered no more than thirty (30) calendar days following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to participate inbe delivered to the Indemnified Party and the Indemnifying Party. Any decision made by the Board of Arbitration (either prior to or after the expiration of such thirty (30) calendar day period) shall be final, conduct or control such defense shall not relieve binding and conclusive on the Indemnified Party and the Indemnifying Party of any obligation it may have hereunder. Any defense costs required and entitled to be paid enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. Each party to any arbitration shall bear its own expense in relation thereto, including but not limited to such party's attorneys' fees, if any, and the expenses and fees of the member of the Board of Arbitration 48 appointed by such party, provided, however, that the expenses and fees of the third member of the Board of Arbitration and any other expenses of the Board of Arbitration not capable of being attributed to any one member shall be borne in equal parts by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices thereforand the Indemnified Party.

Method of Asserting Claims. The party making a claim under this Article V is referred to as the "Indemnified Party" and the party against whom such claims are asserted under this Article V is referred to as the "Indemnifying Party". All claims for indemnification by any Indemnified Party under this Article V shall be asserted and resolved as follows: (a) If In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party intends hereunder is asserted against or sought to seek indemnification under this Article Vbe collected from such Indemnified Party by a third party, it said Indemnified Party shall promptly with reasonable promptness notify in writing the Indemnifying Party in writing of such claim. The claim or demand, specifying the nature of the specific basis for such claim or demand, and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand; any such notice, together with any notice given pursuant to Section 5.2(b) hereof, collectively being the "Claim Notice"); provided, however, that any failure to provide give such notice Claim Notice will not affect be deemed a waiver of any rights hereunder of the Indemnified Party except to the extent an Indemnifying Party is materially prejudiced thereby. (b) If such claim involves a claim by a third-party against the Indemnified Party, rights of the Indemnifying Party shall, within ten days after receipt of such notice and upon notice to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the are actually prejudiced. The Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent upon request of the Indemnified Party, settle or compromise any action or consent shall retain counsel (who shall be reasonably acceptable to the entry Indemnified Party) to represent the Indemnified Party, and shall pay the fees and disbursements of such counsel with regard thereto, provided, further, that any judgment. So long as an Indemnifying Indemnified Party is contesting any such claim in good faith, hereby authorized prior to the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If date on which it receives written notice from the Indemnifying Party is not entitled designating such counsel, to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above)retain counsel, then the Indemnified Party may conduct whose reasonable fees and control, through counsel of its own choosing and expenses shall be at the expense of the Indemnifying Party, to file any motion, answer or other pleading and take such other action which it reasonably shall deem necessary to protect its interests or those of the settlement or defense thereof, and Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. After the Indemnifying Party shall retain such counsel, the Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties of 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. The Indemnifying Party shall not, in connection with any proceedings or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one such firm for the Indemnified Party (except to the extent the Indemnified Party retained counsel to protect its (or the Indemnifying Party's) rights prior to the selection of counsel by the Indemnifying Party). The Indemnified Party agrees to cooperate with it the Indemnifying Party and its counsel in connection therewithcontesting any claim or demand which the Indemnifying Party defends. The failure No claim or demand may be settled by an Indemnifying Party or, where permitted pursuant to this Agreement, by an Indemnified Party without the consent of the Indemnified Party to participate in, conduct in the first case or control such defense shall not relieve the consent of the Indemnifying Party in the second case, which consent shall not be unreasonably withheld, unless such settlement shall be accompanied by a complete release of the Indemnified Party in the first case or the Indemnifying Party in the second case. (b) In the event any obligation it may Indemnified Party shall have hereunder. Any defense costs required a claim against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party does not dispute such claim, the amount of such claim shall be paid to the Indemnified Party within twenty (20) days of receipt of the Claim Notice. (c) So long as any right to indemnification exists pursuant to this Article V, the affected parties each agree to retain all books, records, accounts, instruments and documents reasonably related to the Claim Notice. In each instance, the Indemnified Party shall have the right to be kept informed by the Indemnifying Party and its legal counsel with respect to all significant matters relating to any legal proceedings. Any information or documents made available to any party hereunder, which information is designated as confidential by the party providing such information and which is not otherwise generally available to the public, or which information is not otherwise lawfully obtained from third parties or not already within the knowledge of the party to whom the information is provided (unless otherwise covered by the confidentiality provisions of any other agreement among the parties hereto, or any of them), and except as may be required by applicable law or requested by third party lenders to such party, shall not be paid as incurreddisclosed to any third Person (except for the representatives of the party being provided with the information, promptly against delivery of invoices thereforin which event the party being provided with the information shall request its representatives not to disclose any such information which it otherwise required hereunder to be kept confidential).

Method of Asserting Claims. All claims for indemnification As used herein, an “Indemnified Party” shall refer to a Buyer Indemnified Party or Seller Indemnified Party, as the case may be, and the “Indemnifying Party” shall refer to the party or parties hereto obligated to indemnify such Indemnified Party. (i) In the event that (A) any of the Indemnified Parties is made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third party for the liability or the costs or expenses of which are Adverse Consequences or (B) the SBA fails to honor an SBA Guaranty of an SBA 7(a) Loan, to the extent that such failure is attributable to any act or omission of Seller or to any event, act, omission or circumstance which occurred or existed on or prior to the Closing Date (any such third-party action or proceeding or SBA failure being referred to as a “Claim”), the Indemnified Party under this Article V shall be asserted and resolved as follows: (a) If an Indemnified Party intends to seek indemnification under this Article V, it shall promptly notify give the Indemnifying Party in writing of such claimprompt notice thereof. The failure to provide give such notice will shall not affect any rights hereunder Indemnified Party’s ability to seek reimbursement except to the extent an the Indemnifying Party is materially prejudiced adversely affected thereby. . The Indemnified Party shall be entitled to contest and assume the defense of such Claim. Notice of the intention to so contest and defend shall be given by the Indemnified Party to the Indemnifying Party within thirty (b30) If such claim involves a claim by a third-party against business days after the Indemnified Party’s notice of such Claim. The Indemnifying Party shall be entitled at any time, at its own cost and expense (which expense shall not constitute an Adverse Consequence), to participate in such contest and defense and to be represented by attorneys of its own choosing, which attorneys shall be reasonably acceptable to the Indemnified Party. If the Indemnifying Party elects to participate in such defense, the Indemnifying Party shall, within ten days after receipt of such notice and upon notice to the Indemnified Party, assume, will cooperate with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in the conduct of such settlement or defense through counsel chosen by itdefense. If Neither the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) nor the Indemnifying Party may notconcede, settle or compromise any Claim without the consent of the other party, which consent will not be unreasonably withheld. (ii) In the event any Indemnified Party, settle or compromise Party has a claim against any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faiththat does not involve a Claim, the Indemnified Party shall not pay or settle any deliver a notice of such claim without such to the Indemnifying Party's consent, setting forth in reasonable detail the identity, nature and estimated amount of Adverse Consequences related to such consent not claim or claims, with reasonable promptness and in any event prior to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary expiration of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consentIndemnifying Party’s indemnification obligation hereunder. If the Indemnifying Party is not entitled to assume notifies the defense of Indemnified Party that the Indemnifying Party disputes the claim pursuant to described in such notice, the foregoing provisions or is entitled but does not contest such claim Indemnifying Party and the Indemnified Party will proceed in good faith (including if it does not notify the Indemnified Party of its assumption of the defense to negotiate a resolution of such claim within the ten-day dispute for a period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices thereforleast thirty (30) days.

Method of Asserting Claims. The party making a claim under this Article V is referred to as the "Indemnified Party" and the party against whom such claims are asserted under this Article V is referred to as the "Indemnifying Party". All claims for indemnification by any Indemnified Party under this Article V shall be asserted and resolved as follows: (a) If In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party intends hereunder is asserted against or sought to seek indemnification under this Article Vbe collected from such Indemnified Party by a third party, it said Indemnified Party shall promptly with reasonable promptness notify in writing the Indemnifying Party in writing of such claim. The claim or demand, specifying the nature of the specific basis for such claim or demand, and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand; any such notice, together with any notice given pursuant to Section 5.3(b) hereof, collectively being the "Claim Notice"); provided, however, that any failure to provide give such notice Claim Notice will not affect be deemed a waiver of any rights hereunder of the Indemnified Party except to the extent an Indemnifying Party is materially prejudiced thereby. (b) If such claim involves a claim by a third-party against the Indemnified Party, rights of the Indemnifying Party shall, within ten days after receipt of such notice and upon notice to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the are actually prejudiced or harmed. The Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent upon request of the Indemnified Party, settle or compromise any action or consent shall retain counsel (who shall be reasonably acceptable to the entry Indemnified Party) to represent the Indemnified Party, and shall pay the fees and disbursements of such counsel with regard thereto, provided, further, that any judgment. So long as an Indemnifying Indemnified Party is contesting any such claim in good faith, hereby authorized prior to the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If date on which it receives written notice from the Indemnifying Party is not entitled designating such counsel, to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above)retain counsel, then the Indemnified Party may conduct whose reasonable fees and control, through counsel of its own choosing and expenses shall be at the expense of the Indemnifying Party, to file any motion, answer or other pleading and take such other action which it reasonably shall deem necessary to protect its interests or those of the settlement or defense thereof, and Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. After the Indemnifying Party shall retain such counsel, the Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties of 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. The Indemnifying Party shall not, in connection with any proceedings or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one such firm for the Indemnified Party (except to the extent the Indemnified Party retained counsel to protect its (or the Indemnifying Party's) rights prior to the selection of counsel by the Indemnifying Party). The Indemnified Party agrees to cooperate with it the Indemnifying Party and its counsel in connection therewithcontesting any claim or demand which the Indemnifying Party defends. The failure No claim or demand may be settled by an Indemnifying Party or, where permitted pursuant to this Agreement, by an Indemnified Party without the consent of the Indemnified Party to participate in, conduct in the first case or control such defense shall not relieve the consent of the Indemnifying Party in the second case, which consent shall not be unreasonably withheld, unless such settlement shall be accompanied by a complete release of the Indemnified Party in the first case or the Indemnifying Party in the second case. (b) In the event any obligation it may Indemnified Party shall have hereunder. Any defense costs required a claim against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party does not dispute such claim, the amount of such claim shall be paid to the Indemnified Party within thirty (30) days of receipt of the Claim Notice. (c) So long as any right to indemnification exists pursuant to this Article V, the affected parties each agree to retain all books, records, accounts, instruments and documents reasonably related to the Claim Notice. In each instance, the Indemnified Party shall have the right to be kept informed by the Indemnifying Party and its legal counsel with respect to all significant matters relating to any legal proceedings. Any information or documents made available to any party hereunder, which information is designated as confidential by the party providing such information and which is not otherwise generally available to the public, or which information is not otherwise lawfully obtained from third parties or not already within the knowledge of the party to whom the information is provided (unless otherwise covered by the confidentiality provisions of any other agreement among the parties hereto, or any of them), and except as may be required by applicable law or requested by third party lenders to such party, shall not be paid as incurreddisclosed to any third Person (except for the representatives of the party being provided with the information, promptly against delivery of invoices thereforin which event the party being provided with the information shall request its representatives not to disclose any such information which it otherwise required hereunder to be kept confidential).

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V VII shall be asserted and resolved as follows: (a) : If an any Indemnified Party intends receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to seek this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Article VAgreement, it the Indemnified Party shall promptly notify give the Indemnifying Party reasonably prompt written notice thereof, but in writing of such claim. The failure to provide such notice will any event not affect any rights hereunder except to the extent an Indemnifying Party is materially prejudiced thereby. later than thirty (b30) If such claim involves a claim by a third-party against the Indemnified Party, the Indemnifying Party shall, within ten calendar days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and upon only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, assumeto assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is a Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Purchaser, the Companies or any of their Subsidiaries, or (y) seeks an injunction or other equitable relief against the Indemnified Parties. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 7.5(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel reasonably satisfactory selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, at the sole cost and expense of (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party, the settlement ; or defense thereof (in which case any Loss associated therewith shall be the sole responsibility B) there exists a conflict of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) interest between the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interestthat cannot be waived, then the Indemnifying Party shall pay be liable for the reasonable fees and expenses of counsel to the Indemnified Party's counselParty in each jurisdiction for which the Indemnified Party determines counsel is required. Notwithstanding If the foregoingIndemnifying Party elects not to compromise or defend such Third Party Claim, (i) fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, at the sole cost subject to Section 7.5(b), pay, compromise, defend such Third Party Claim and expense of the Indemnifying Partyseek indemnification for any and all Losses based upon, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer arising from or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect relating to such claim Third Party Claim. Sellers and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim Purchasers shall cooperate with each other in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume all reasonable respects in connection with the defense of the claim pursuant any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify defending party, management employees of the Indemnified Party of its assumption non-defending party as may be reasonably necessary for the preparation of the defense of such claim within the ten-day period set forth above), then the Indemnified Third Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices thereforClaim.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V shall Section 10.01 will be asserted and resolved as follows: (a) If In the event any claim or demand in respect of which an Indemnified Party intends might seek indemnity under Section 10.01 is asserted against or sought to seek indemnification under this Article Vbe collected from such Indemnified Party by a Person other than Sellers or any Affiliate of Sellers or of Purchaser (a “Third Party Claim”), it the Indemnified Party shall promptly notify deliver a Claim Notice with reasonable promptness to the Indemnifying Party. If the Indemnified Party in writing fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives written notice of such claim. The failure to provide such notice will not affect any rights hereunder except to the extent an Indemnifying Third Party is materially prejudiced thereby. (b) If such claim involves a claim by a third-party against the Indemnified PartyClaim, the Indemnifying Party shall, will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability to defend has been irreparably prejudiced by such failure of the Indemnified Party. The Indemnifying Party will notify the Indemnified Party as soon as practicable within ten days after receipt of such notice and upon notice the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified PartyParty under Section 10.01 and whether the Indemnifying Party desires, assumeat its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. (i) If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this Section 10.03(a), then the Indemnifying Party will have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings will be vigorously and diligently prosecuted by the settlement Indemnifying Party to a final conclusion or defense thereof (in which case any Loss associated therewith shall will be settled at the sole responsibility discretion of the Indemnifying Party), provided that Party (but only with the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses consent of the Indemnified Party's counsel, which consent will not be unreasonably withheld, in the case of any settlement that provides for any relief other than the payment of monetary damages as to which the Indemnified Party will be indemnified in full). Notwithstanding The Indemnifying Party will have full control of such defense and proceedings, including (except as provided in the foregoingimmediately preceding sentence) any settlement thereof; provided, (i) however, that the Indemnified Party may, at the sole cost and expense of the Indemnifying Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Partyclause (i), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided further, that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The Indemnified Party may retain separate counsel to represent it in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this clause (iii), and the Indemnified Party will bear its own costs and expenses with respect to such separate counsel, except as provided in the preceding sentence and except that the Indemnifying Party will pay the costs and expenses of such separate counsel if (x) in the Indemnified Party’s good faith judgment, it is advisable, based on advice of counsel, for the Indemnified Party to be represented by separate counsel because a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party which makes representation of both parties inappropriate under applicable standards of professional conduct or (y) the named parties to such Third Party Claim include both the Indemnifying Party and the Indemnified Party and the Indemnified Party determines in good faith, based on advice of counsel, that defenses are available to it that are unavailable to the Indemnifying Party. Notwithstanding the foregoing, the Indemnified Party may retain or take over the control of the defense or settlement of a third-party claim at any time Third Party Claim the defense of which the Indemnifying Party has elected to control if it the Indemnified Party irrevocably waives its right to indemnity under this Article V Section 10.01 with respect to such claim and Third Party Claim. (iiiii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled fails to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth aboveDispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant to Section 10.03(a), then the Indemnified Party may conduct and controlwill have the right to defend, through counsel of its own choosing and at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Party in good faith or will be settled at the discretion of the Indemnified Party (with the consent of the Indemnifying Party, which consent will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions of this clause (ii), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability hereunder to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this clause (ii) or defense thereofof the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party will reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation. (iii) If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability to the Indemnified Party with respect to the Third Party Claim under Section 10.01 or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party with respect to such Third Party Claim, the Loss arising from such Third Party Claim will be conclusively deemed a liability of the Indemnifying Party under Section 10.01 and the Indemnifying Party shall cooperate pay the amount of such Loss to the Indemnified Party on demand following the final determination thereof. If the Indemnifying Party has timely disputed its liability with it respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in connection therewithgood faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction. (b) In the event any Indemnified Party should have a claim under Section 10.01 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure of by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to participate in, conduct or control such defense shall not relieve notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss arising from the claim specified in such Indemnity Notice will be conclusively deemed a liability of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party under Section 10.01 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand following the final determination thereof. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall be paid as incurred, promptly against delivery resolved by litigation in a court of invoices thereforcompetent jurisdiction.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V VII shall be asserted and resolved as follows: (a) If an Indemnified Party intends to seek indemnification under this Article VVII, it shall promptly notify the Indemnifying Party in writing of such claim. The failure to provide such notice will not affect any rights hereunder except to the extent an the Indemnifying Party is materially prejudiced thereby. (b) The Indemnified Party and the Indemnifying Party shall make a bona fide attempt to settle any claim for indemnification amicably through negotiations within thirty (30) days of its submission to the Indemnifying Party. If the claim has not been settled within thirty (30) days or within such other period as the Indemnified Party and the Indemnifying Party may agree in writing then such claim shall be submitted to mediation under the Commercial Mediation Rules of the AAA in New York, New York prior to seeking relief from a court of competent jurisdiction. Either the Indemnified Party or the Indemnifying Party may submit a demand for mediation. If within sixty (60) days after service of a written demand for mediation, the mediation does not result in settlement of the dispute or difference, the Indemnified Party or the Indemnifying Party may seek relief from a court of competent jurisdiction in accordance with Section 9.8. (c) If such claim involves a claim by a third-third party against the Indemnified Party, the Indemnifying Party shallmay, within ten (10) calendar days after receipt of such notice and upon notice to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, the settlement or defense thereof thereof; provided, that (in which case any Loss associated therewith shall be the sole responsibility of ii) the Indemnifying Party), provided that Party acknowledges its obligation to indemnify the Indemnified Party with respect to such claim subject to the terms and conditions of this Article VII and (iii) the Indemnified Party may participate at its own costs in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's ’s counsel of (i) both the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party's ’s counsel. Notwithstanding the foregoing, (iA) the Indemnified Party may, at the sole cost and expense of the Indemnifying Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party7.5(b), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (iiB) the Indemnified Party may take over the control of the defense or settlement of a third-party claim (other than claims brought by a Taxing Authority against a Purchaser Indemnified Party) at any time if it irrevocably waives its right to indemnity under this Article V VII with respect to such claim claim, except for claims by a Purchaser Indemnified Party in respect of Taxes and (iiiC) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment, such consent not to be unreasonably delayed or withheld. So long as an the Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such the Indemnifying Party's ’s consent, such consent not to be unreasonably delayed or withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices therefor.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V shall Section 11.2 will be asserted and resolved as follows: (a) If In the event any claim or demand in respect of which an Indemnified Party intends might seek indemnity under Section 11.1 is asserted against or sought to seek indemnification under this Article Vbe collected from such Indemnified Party by a Person other than the Sellers, it the Purchasers or any Affiliate of the Sellers or the Purchasers (a "Third Party Claim"), the Indemnified Party shall promptly notify deliver a Claim Notice with reasonable promptness to the Indemnifying Party. (i) If the Indemnifying Party in writing of such claim. The failure to provide such notice will not affect any rights hereunder except to the extent an Indemnifying Party is materially prejudiced thereby. (b) If such claim involves a claim by a third-party against notifies the Indemnified Party, Party within the Dispute Period that the Indemnifying Party shall, within ten days after receipt of such notice and upon notice desires to defend the Indemnified Party with respect to the Indemnified PartyThird Party Claim pursuant to this Section 11.2(a), assumeand such Indemnifying Party confirms its liability with respect thereto, with counsel reasonably satisfactory then the Indemnifying Party will have the right to the Indemnified Partydefend, at the sole cost and expense of the Indemnifying Party, the settlement or defense thereof (in such Third Party Claim by all appropriate proceedings, which case any Loss associated therewith shall proceedings will be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation vigorously and diligently prosecuted by the Indemnifying Party's , with counsel reasonably acceptable to the Indemnified Party, to a final conclusion or will be settled at the discretion of (i) the Indemnifying Party (subject to the limitations set forth below). From and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of after the Indemnifying Party, at any time prior to the 's delivery of the notice referred to in the first sentence of this Section 5.02(b) 11.2(a)(i), the Indemnifying Party will have full control of such defense and proceedings, including any settlement thereof; provided, that the Indemnifying Party may not settle or compromise any Third Party Claim in any manner that results in any continuing liability or obligation for the Indemnified Party or any admission of liability or wrongdoing by the Indemnified Party, without, in any such case, the prior written consent of the Indemnified Party, which will not be unreasonably withheld. If requested by the Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes will, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to be necessary contest, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or appropriate to protect any cross-complaint against any Person (other than the Indemnified Party or any of its interestsAffiliates). Notwithstanding the foregoing, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim Third Party Claim at any time if it irrevocably waives its right to indemnity under this Article V Section 11.1 with respect to such claim and (iii) Third Party Claim. Should the Indemnifying Party may not, without the consent have interests that diverge materially from those of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such have the right to request separate counsel from that representing the Indemnifying Party's consent, the expenses of such consent not separate representation to be unreasonably withheld. Notwithstanding paid by the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. Indemnifying Party. (ii) If the Indemnifying Party is not entitled fails to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth aboveDispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant to Section 11.2(a), or if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party may conduct and controlwill have the right to defend, through counsel of its own choosing and at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings will be vigorously and diligently prosecuted by the Indemnified Party to a final conclusion or will be settled at the discretion of the Indemnified Party (with the consent of the Indemnifying Party, which consent will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof; provided, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or defense thereofany cross-complaint against any Person (other than the Indemnified Party or any of its Affiliates). (iii) If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability to the Indemnified Party with respect to the Third Party Claim under Section 11.1 or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party with respect to such Third Party Claim, the Loss arising from such Third Party Claim will be conclusively deemed a liability subject to the limits of the Indemnifying Party under Section 11.1, and the Indemnifying Party shall cooperate with it in connection therewith. The failure pay the amount of such Loss to the Indemnified Party to participate in, conduct or control such defense shall not relieve on demand following the final determination thereof. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, the Indemnified Party shall be entitled to seek such remedies against the Indemnifying Party as may then be available to it under this Agreement and applicable Laws. (b) In the event any obligation Indemnified Party should have a claim under Section 11.1 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver an "Indemnity Notice" with reasonable promptness to the Indemnifying Party. If the Indemnifying Party notifies the Indemnified Party that it may have hereunder. Any defense costs required does not dispute the claim or the amount of Loss therefrom described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period that it disputes the claim described in the Indemnity Notice, the Loss in the amount specified in the Indemnity Notice will be paid by conclusively deemed a liability of the Indemnifying Party under Section 11.1, subject to the limits set forth in Sections 11.1(c) and 11.1(d) hereof, and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has disputed its liability with or the amount of the Loss therefrom respect to such claim, such dispute shall be paid as incurred, promptly against delivery resolved in accordance with the provisions of invoices thereforArticle 12 hereof.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V VI shall be asserted and resolved as follows: (a) If an Indemnified Party intends to seek indemnification under this Article VVI, it shall promptly notify the Indemnifying Party Parties in writing of such claim. The failure to provide such notice will not affect any rights hereunder except to the extent an Indemnifying Party is materially prejudiced thereby. (b) If such claim involves a claim by a third-party against the Indemnified Party, the Indemnifying Party Parties shall, within ten days after receipt of such notice and upon notice to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying PartyParties, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying PartyParties), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's Parties’ counsel of (i) the one or more Indemnifying Party Parties and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party Parties shall pay the reasonable fees and expenses of the Indemnified Party's ’s counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Indemnifying PartyParties, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b6.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V VI with respect to such claim and (iii) the Indemnifying Party Parties may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's ’s consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated Parent as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company Parent shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's ’s consent. If the Indemnifying Party is Parties are not entitled to assume the defense of the claim pursuant to the foregoing provisions or is are entitled but does do not contest such claim in good faith (including if it does they do not notify the Indemnified Party of its their assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying PartyParties, the settlement or defense thereof, and the Indemnifying Party Parties shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party Parties of any obligation it they may have hereunder. Any defense costs required to be paid by the Indemnifying Party Parties shall be paid as incurred, promptly against delivery of invoices therefor.

Method of Asserting Claims. All claims Claims for indemnification by any an Indemnified Party under this Article V shall Section 7.1 will be asserted and resolved as follows: (a) If THIRD-PARTY CLAIMS. In the event that any claim or demand in respect of which an Indemnified Party intends to might seek indemnification under Section 7.1 in respect of, arising out of or involving a claim or demand made by any Person not a party to this Article VAgreement against an Indemnified Party (a "THIRD-PARTY CLAIM"), it the Indemnified Party shall promptly notify the Indemnifying Party in writing of such claim. The failure to provide such notice will not affect any rights hereunder except deliver a Claim Notice to the extent an either the Purchaser or the Seller, as appropriate, as the "Indemnifying Party is materially prejudiced thereby. Party" within sixty (b60) If such claim involves a claim by a third-party against the Indemnified Party, the Indemnifying Party shall, within ten days after receipt by such Indemnified Party of such written notice and upon notice to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Third Party may participate in such settlement or defense through counsel chosen by itClaim. If the Indemnified Party determines in good faith fails to provide the Claim Notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third-Party Claim to the extent that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present ability to defend is actually prejudiced by such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses failure of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the The Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not will notify the Indemnified Party of its assumption of the defense of such claim as soon as practicable within the ten-day period set forth above), then Dispute Period whether the Indemnifying Party accepts or disputes its liability to the Indemnified Party may conduct under Section 7.1 and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and whether the Indemnifying Party shall cooperate with it in connection therewith. The failure of desires, at its sole cost and expense, to defend the Indemnified Party to participate in, conduct or control against such defense shall not relieve the Indemnifying Third-Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices thereforClaim.

Method of Asserting Claims. All claims for As used herein, an "Indemnified Party" shall refer to a "Buyer Indemnified Party" or "Seller Indemnified Party," as applicable, the "Notifying Party" shall refer to the party hereto whose Indemnified Parties are entitled to indemnification by any hereunder, and the "Indemnifying Party" shall refer to the party hereto obligated to indemnify such Notifying Party's Indemnified Party under this Article V shall be asserted and resolved as follows:Parties. (a) If an In the event that any of the Indemnified Parties is made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third party, the liability or the costs or expenses of which are Buyer Losses or Seller Losses (any such third party action or proceeding being referred to as a "Claim"), the Notifying Party intends to seek indemnification under this Article V, it shall promptly notify give the Indemnifying Party in writing of such claimprompt notice thereof. The failure to provide give such notice will shall not affect any rights hereunder except Indemnified Party's ability to seek reimbursement unless such failure has materially and adversely affected the extent an Indemnifying Party's ability to defend successfully a Claim. The Indemnifying Party is materially prejudiced thereby. (b) If shall be entitled to contest and defend such claim involves a claim by a third-party against the Indemnified PartyClaim; provided that, the Indemnifying Party shall, (i) has a reasonable basis for concluding that such defense may be successful and (ii) diligently contests and defends such Claim. Notice of the intention so to contest and defend shall be given by the Indemnifying Party to the Notifying Party within ten 20 business days after receipt the Notifying Party's notice of such notice and upon notice Claim (but, in all events, at least five business days prior to the Indemnified Party, assume, with counsel reasonably satisfactory date that an answer to the Indemnified Party, at the sole cost such Claim is due to be filed). Such contest and expense of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen conducted by it. If the Indemnified Party determines in good faith that representation reputable attorneys employed by the Indemnifying Party's counsel of . The Notifying Party shall be entitled at any time, at its own cost and expense (i) which expense shall not constitute a Loss unless the Notifying Party reasonably determines that the Indemnifying Party and (ii) the Indemnified Party may present such counsel with is not adequately representing or, because of a conflict of interest, then may not adequately represent, any interests of the Indemnified Parties, and only to the extent that such expenses are reasonable), to participate in such contest and defense and to be represented by attorneys of its or their own choosing. If the Notifying Party elects to participate in such defense, the Notifying Party will cooperate with the Indemnifying Party shall pay in the reasonable fees and expenses conduct of such defense. Neither the Notifying Party nor the Indemnifying Party may concede, settle or compromise any Claim without the consent of the Indemnified Party's counselother party, which consent will not be unreasonably withheld. Notwithstanding the foregoing, (i) if a Claim seeks equitable relief or (ii) if the subject matter of a Claim relates to the ongoing business of any of the Indemnified Parties, which Claim, if decided against any of the Indemnified Parties, would materially adversely affect the ongoing business or reputation of any of the Indemnified Parties, then, in each such case, the Indemnified Parties alone shall be entitled to contest, defend and settle such Claim in the first instance and, if the Indemnified Parties do not contest, defend or settle such Claim, the Indemnifying Party shall then have the right to contest and defend (but not settle) such Claim. (b) In the event any Indemnified Party should have a claim against any Indemnifying Party that does not involve a Claim, the Notifying Party shall deliver a notice of such claim with reasonable promptness to the Indemnifying Party. If the Indemnifying Party notifies the Notifying Party that it does not dispute the claim described in such notice or fails to notify the Notifying Party within 30 days after delivery of such notice by the Notifying Party whether the Indemnifying Party disputes the claim described in such notice, the Buyer Loss or Seller Loss in the amount specified in the Notifying Party's notice will be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party mayon demand. If the Indemnifying Party has timely disputed its Liability with respect to such claim, at the sole cost and expense Chief Financial Officers of each of the Indemnifying PartyParty and the Notifying Party will proceed in good faith to negotiate a resolution of such dispute, at any time prior to and if not resolved through the negotiations of such Chief Financial Officers within 60 days after the delivery of the Notifying Party's notice referred to of such claim, such dispute shall be resolved fully and finally in Chicago, Illinois by an arbitrator selected pursuant to, and an arbitration governed by, the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control Commercial Arbitration Rules of the defense or settlement American Arbitration Association. The arbitrator shall resolve the dispute within 30 days after selection and judgment upon the award rendered by such arbitrator may be entered in any court of a third-party claim at any time if it irrevocably waives its right to indemnity under competent jurisdiction. (c) After the Closing, the rights set forth in this Article V with respect to such claim XI shall be each party's sole and (iii) exclusive remedies against the Indemnifying Party may not, without the consent other party hereto for misrepresentations or breaches of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim covenants contained in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheldthis Agreement. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of nothing herein shall prevent any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party Parties from bringing an action based upon allegations of fraud or other intentional breach of an obligation of or with respect to participate ineither party in connection with this Agreement or the transactions contemplated hereby. In the event such action is brought, conduct or control such defense the prevailing party's attorneys' fees and costs shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices therefornonprevailing party.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V shall Section 7.01 must be asserted and resolved as follows: (a) If In the event any claim or demand in respect of which an Indemnified Party intends might seek indemnity under Section 7.01 is asserted against or sought to seek indemnification under this Article Vbe collected from such Indemnified Party by a Person other than the Warrantors or any of their respective Affiliates (a "THIRD PARTY CLAIM"), it the Indemnified Party shall promptly deliver a Claim Notice with reasonable promptness to the Indemnifying Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party in writing of such claim. The failure to provide such notice will not affect any rights hereunder except disputes its liability to the extent an Indemnified Party under Section 7.01 and whether the Indemnifying Party is materially prejudiced therebydesires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. (bi) If such claim involves a claim by a third-party against the Indemnified Party, the Indemnifying Party shall, notifies the Indemnified Party within ten days after receipt of such notice and upon notice the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Indemnified PartyThird Party Claim pursuant to this Section 7.02(a), assume, with counsel reasonably satisfactory then the Indemnifying Party shall have the right to the Indemnified Partydefend, at the sole cost and expense of the Indemnifying Party, the settlement or defense thereof (in such Third Party Claim by all appropriate proceedings, which case any Loss associated therewith proceedings shall be vigorously and diligently prosecuted by the sole responsibility Indemnifying Party to a final conclusion or shall be settled at the discretion of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel but only with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle which consent shall not be unreasonably withheld or compromise any action or consent to delayed in the entry case of any judgment. So long settlement that provides for any relief other than the payment of monetary damages as an Indemnifying Party is contesting any such claim in good faith, to which the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheldindemnified in full). Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the The Indemnifying Party shall cooperate with it in connection therewith. The failure have full control of the Indemnified Party to participate in, conduct or control such defense shall not relieve and proceedings, including (except as provided in the Indemnifying Party of immediately preceding sentence) any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurredsettlement thereof, promptly against delivery of invoices therefor.except that:

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V shall Section 12.01 will be asserted and resolved as follows: (a) If In the event any claim or demand in respect of which an Indemnified Party intends might seek indemnity under Section 12.01 is asserted against or sought to seek indemnification under this Article Vbe collected from such Indemnified Party by a Person other than Sellers or any Affiliate of Sellers or of Purchaser (a “Third Party Claim”), it the Indemnified Party shall promptly notify deliver a Claim Notice with reasonable promptness to the Indemnifying Party. If the Indemnified Party in writing fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such claim. The failure to provide such notice will not affect any rights hereunder except to the extent an Indemnifying Third Party is materially prejudiced thereby. (b) If such claim involves a claim by a third-party against the Indemnified PartyClaim, the Indemnifying Party shall, within ten days after receipt will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability to defend has been irreparably prejudiced by such failure of such notice and upon notice the Indemnified Party. The Indemnifying Party will notify the Indemnified Party as soon as practicable whether the Indemnifying Party disputes its liability to the Indemnified Party, assume, with counsel reasonably satisfactory to Party under Section 12.01 and whether the Indemnified PartyIndemnifying Party desires, at the its sole cost and expense of the Indemnifying Partyexpense, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that to defend the Indemnified Party may against such Third Party Claim. The Indemnifying Party will be entitled to participate in such settlement or defense through counsel chosen by it. If Third Party Claim and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Third Party Claim and the Indemnified Party determines in good faith that joint representation by the Indemnifying Party's counsel of would be inappropriate, or (iii) the Indemnifying Party and (ii) fails to provide reasonable assurance to the Indemnified Party may present of its financial capacity to defend such Third Party Claim and provide indemnification with respect to such Third Party Claim), to assume the defense of such Third Party Claim with counsel satisfactory to the Indemnified Party and, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Third Party Claim, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under Section 12.01 for any fees of other counsel or any other expenses with respect to the defense of such Third Party Claim, in each case subsequently incurred by the Indemnified Party in connection with the defense of such Third Party Claim. The Indemnifying Party will have fifteen (15) days from receipt of a conflict notice of interesta Third Party Claim from an Indemnified Party to assume the defense thereof. The Indemnifying Party shall keep the Indemnified Party reasonably informed of the status of defense. (b) Subject to Section 12.02(c), then in the event any Indemnified Party should have a claim under Section 12.01 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within thirty (30) days following receipt of such Indemnity Notice whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss arising from the claim specified in such Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section 12.01 and the Indemnifying Party shall pay the reasonable fees and expenses amount of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) such Loss to the Indemnified Party may, at on demand following the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consentfinal determination thereof. If the Indemnifying Party is not entitled has timely disputed its liability with respect to assume such claim, the defense of Indemnifying Party and the claim pursuant to the foregoing provisions or is entitled but does not contest such claim Indemnified Party will proceed in good faith to negotiate a resolution of such dispute. (including if it does not notify c) Notwithstanding anything in Section 12.02(b) to the contrary but without limiting the rights of any Purchaser Indemnified Party under Section 12.02(a) with respect to Third Party Claims, the determination of whether any Purchaser Indemnified Party makes any claim or demand for indemnification under Section 12.01(a)(i) that is based on any disclosures set forth in the Seller Certificates shall be vested exclusively in the Committee. The Committee shall have sole authority to determine whether any Purchaser Indemnified Party shall assert any such indemnification claim and, in making such determination, may be assisted by independent legal and financial advisors of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Partychoosing, the settlement or defense thereof, costs of which shall be borne by Purchaser and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve be taken into account in determining the Indemnifying Party amount of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurredindemnifiable Losses, promptly against delivery of invoices thereforif any.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 6.3 and this Article V VII shall be asserted and resolved as follows: (a) If an Indemnified Party intends to seek indemnification under this Article VVII, it shall promptly (i) notify the Indemnifying Party in writing of such claim, indicating with reasonable particularity the nature of such claim and the basis therefor (including a good faith estimate of the amount of Losses), and (ii) provide the Indemnifying Party with all relevant information that is material to the claim or that the Indemnifying Party may reasonably request (but any such notice and information from a Parent Indemnified Party need only be given to SLGOP). The failure to provide such notice and information will not affect any rights hereunder except to the extent an the Indemnifying Party is materially prejudiced thereby. (b) If such claim involves a claim by a third-third party against the Indemnified Party, and provided the claim by the Indemnified Party is not of a type for which the Indemnifying Party’s Liability may be limited by Section 7.4, the Indemnifying Party shallmay, within ten twenty days after receipt of such notice and information, and upon notice to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party); provided, provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it; provided further, that the Indemnifying Party shall not be obligated to obtain the approval of the Indemnified Party with respect to any monetary settlement which by its terms unconditionally releases the Indemnified Party completely from all liability in connection with such claim and does not contain any admission of guilt, culpability, misconduct or wrongdoing by, or an undertaking or continuing obligation of the Indemnified Party and is the sole responsibility of the Indemnifying Party (it being acknowledged that in the event of any non-monetary or injunctive settlement, the Indemnifying Party must obtain approval of the Indemnified Party prior to settlement. If the Indemnifying Party assumes the settlement or defense of such claim and the Indemnified Party determines reasonably and in good faith that representation by the Indemnifying Party's ’s counsel of (i) both the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party's ’s counsel. Notwithstanding the foregoing, (iA) the Indemnified Party may, at the sole cost and expense of the Indemnifying Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party7.5(b), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, provided, that the Indemnified Party shall not, without the consent of the Indemnifying Party, enter into any settlement or compromise with respect to a claim unless the Indemnifying Party has failed to deliver the notice referred to in the first sentence of this Section 7.5(b), (iiB) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V Agreement with respect to such claim and (iiiC) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action (other than a monetary settlement or compromise which by its terms unconditionally releases the Indemnified Party completely from all liability in connection with such claim and does not contain any admission of guilt, culpability, misconduct or wrongdoing by, or an undertaking or continuing obligation of the Indemnified Party and is the sole responsibility of the Indemnifying Party (it being acknowledged that in the event of any non-monetary or injunctive settlement)) or consent to the entry of any judgment, such consent not to be unreasonably withheld or delayed. So long as an the Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such the Indemnifying Party's ’s consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-twenty day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof (it being acknowledged that in such event the Indemnified Party is not required to obtain the consent of the Indemnifying Party with respect to any settlement or defense thereof), and the Indemnifying Party shall cooperate with it in connection therewith. The Except as otherwise expressly provided in this Section 7.5, the failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party on behalf of the Indemnified Party shall be paid as incurred, promptly against delivery of reasonably detailed invoices therefor. (c) An Indemnified Party shall (i) pursue a claim for indemnification under this Article VII on a timely basis and (ii) to the extent it is reasonably practical to do so, provide the Indemnifying Party with a good faith estimate of the amount of a claim at the time it is asserted; provided, that the Indemnified Party’s failure to comply with either of the preceding clauses (i) or (ii) shall not affect any rights hereunder except to the extent the Indemnifying Party is materially prejudiced thereby.

Method of Asserting Claims. All claims for indemnification by (a) An Indemnified Party shall give prompt written notice to an indemnifying party (the "Indemnifying Party") of any payments, demands, claims, suits, judgments, liabilities, losses, costs, damages or expenses (a "Claim") in respect of which such Indemnifying Party has a duty to provide indemnity to such Indemnified Party under this Article V shall be asserted and resolved as follows: (a) If an Indemnified Party intends VII, except that any delay or failure so to seek indemnification under this Article V, it shall promptly notify the Indemnifying Party in writing only shall relieve the Indemnifying Party of its obligations hereunder to the extent, if at all, that it is prejudiced by reason of such claim. The failure to provide such notice will not affect any rights hereunder except to the extent an Indemnifying Party is materially prejudiced therebydelay or failure. (b) If such claim involves a claim Claim is brought or asserted by a third-third party against the Indemnified Party(a "Third- Party Claim"), the Indemnifying Party shallshall assume the defense thereof, within ten days after receipt including the employment of such notice and upon notice to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified PartyParty and the payment of all expenses. The Indemnified Party shall have the right to employ separate counsel in such Third-Party Claim and participate in the defense thereof, but the fees and expenses of such counsel shall be at the sole cost and expense of the Indemnified Party. In the event that the Indemnifying Party, within twenty (20) days after written notice of any Third-Party Claim, fails to assume the settlement defense thereof, or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) event the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interestfails to demonstrate, then the Indemnifying Party shall pay to the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent satisfaction of the Indemnified Party, that it has sufficient assets to meet its indemnification obligations hereunder, the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such Third-Party Claim for the account of the Indemnifying Party. Anything in this Section 7.2(b) to the contrary notwithstanding, the Indemnifying Party shall not, without the Indemnified Party's prior written consent, settle or compromise any action Third-Party Claim or consent to the entry of any judgmentjudgment with respect to any Third-Party Claim which would have any adverse effect on the Indemnified Party, except as provided immediately below. So long The Indemnifying Party may, without the Indemnified Party's prior written consent, settle or compromise any such Third-Party Claim or consent to entry of any judgment with respect to any Third-Party Claim which requires solely money damages paid by the Indemnifying Party and which includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party from all liability in respect of such Third-Party Claim. (c) With respect to any Claim other than a Third Party Claim, the Indemnifying Party is contesting any shall have thirty (30) days from receipt of written notice from the Indemnified Party of such claim Claim within which to respond thereto. If the Indemnifying Party does not respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If the Indemnifying Party notifies the Indemnified Party within such thirty (30) day period that it rejects such Claim in good faithwhole or in part, the Indemnified Party shall not pay or settle any be free to pursue such claim without such Indemnifying Party's consent, such consent not remedies as may be available to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices thereforunder applicable law.

Method of Asserting Claims. Any party making a claim for indemnification under this Section 10 is, for the purposes of this APA, referred to as the "Indemnified Party', and any party against whom such claims are asserted under this Section 10 is, for the purposes of this APA, referred to as the "Indemnifying Party'. All claims for indemnification by any Indemnified Party under this Article V Section 10 shall be asserted and resolved as follows: (a) If In the event that (x) any claim, demand, or proceeding is asserted or instituted by any person other than the parties hereto that could give rise to damages for which an Indemnifying Party would be liable to an Indemnified Party intends hereunder (such claim, demand, or proceeding, a "Third Party Claim"), or (y) any Indemnified Party hereunder shall have a claim to seek indemnification under this Article Vbe indemnified by any Indemnifying Party hereunder which does not involve a Third Party Claim (such claim, it shall a "Direct Claim"), the Indemnified Party shall, as promptly notify as possible, send to the Indemnifying Party in writing a written notice specifying the nature of such claim. The claim or demand; provided, however, that any failure to provide give such notice will not affect waive any rights hereunder of the Indemnified Party except to the extent an that the rights of the Indemnifying Party is materially prejudiced therebyare actually prejudiced. (b) If such claim involves In the event of a claim by a third-party against the Indemnified PartyThird Party Claim, the Indemnifying Party shallshall be entitled to participate therein and, within ten days after receipt of such notice and upon notice if it so desires, to assume the Indemnified Party, assume, defense thereof with counsel reasonably satisfactory to the Indemnified Party. (c) In the event of a Direct Claim, at unless the sole cost and expense Indemnifying Party notifies the Indemnified Party within sixty (60) days of receipt of notice of such claim that it disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith Party hereunder and shall be the sole responsibility of the Indemnifying Party), provided that paid to the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel immediately. (d) Any and all disputes arising out of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior claim to the delivery of the notice referred indemnification pursuant to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that 10 shall be resolved in accordance with the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning provisions of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices therefor18 below.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V shall be asserted and resolved as follows: (a) If an The Indemnified Party intends Person shall give prompt written notification to seek indemnification under this Article V, it shall promptly notify the Indemnifying Party in writing of such claim. The the commencement of any action, suit or proceeding relating to a third party claim for which the indemnification pursuant to this Article VIII may be sought (the "Third Party Claim"); provided, however, that the failure to provide such notice will shall not affect release the Indemnifying Party from any rights hereunder obligations under this Article VIII except to the extent an such Indemnifying Party is materially prejudiced therebyby such failure and shall not relieve such Indemnifying Party from any other obligation or liability that it may have to any Indemnified Person otherwise than under this Article VIII. (b) If such claim involves a claim by a third-party Any Indemnifying Party shall have the right, at its sole cost and expense, to defend the Indemnified Person against the Indemnified Party, the Indemnifying Third Party shall, within ten days after receipt of such notice and upon notice to the Indemnified Party, assume, Claim with counsel of its choice reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of Person so long as (i) the Indemnifying Party and (ii) notifies the Indemnified Person in writing within 10 days after the Indemnified Person has given notice of the Third Party may present such counsel with a conflict of interest, then Claim that the Indemnifying Party shall pay the reasonable fees and expenses of indemnify the Indemnified Party's counsel. Notwithstanding Person from and against the foregoing, (i) entirety of any Damages the Indemnified Person may suffer resulting from, arising out of, relating to or caused by the Third Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interestsClaim, (ii) the Indemnifying Party provides the Indemnified Person with evidence reasonably acceptable to the Indemnified Person that the Indemnifying Party may take over shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Person, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Person, and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the Indemnifying Party does not assume control of the defense or settlement of a third-party claim at any time if Third Party Claim in the manner described above, it irrevocably waives its right to indemnity under this Article V shall be bound by the results obtained by the Indemnified Person with respect to such claim the Third Party Claim. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.3(b) above, (i) the Indemnified Person may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Person 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 withheld unreasonably) and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or shall not consent to the entry of any judgment. So long as an judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Person (not to be withheld unreasonably). (d) In the event any of the conditions in Section 8.3(b) above is or becomes unsatisfied, however, (i) the Indemnified Person 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 Person need not consult with, or obtain any consent from, any Indemnifying Party is contesting in connection therewith), (ii) the Indemnifying Party shall reimburse the Indemnified Person promptly and periodically for the actually incurred costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party shall remain responsible for any Damages the Indemnified Person may suffer resulting from, arising out of, relating to or caused by the Third Party Claim to the extent provided in this Section 8.3. (e) In the event that the Indemnifying Party exercises the right to undertake any such claim in good faithdefense against any such Third Party Claim as provided above, the Indemnified Party Person shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If cooperate with the Indemnifying Party is not entitled in such defense and make available to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, at the settlement Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Person's possession or under the Indemnified Person's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Person is, directly or indirectly, conducting the defense thereofagainst any such Third Party Claim, and the Indemnifying Party shall cooperate with it the Indemnified Person in connection therewithsuch defense and make available to the Indemnified Person, at the Indemnifying Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Person. The failure of the Indemnified Party to participate in, conduct or control party controlling such defense shall not relieve keep the Indemnifying other party advised of the status of such Third Party of any obligation it may have hereunder. Any Claim and the defense costs required to be paid thereof and shall consider in good faith recommendations made by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices thereforother party with respect thereto.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V shall Section 7.1 will be asserted and resolved as follows: (a) If 7.2.1. In order for an Indemnified Party intends to seek be entitled to any indemnification provided for under Section 7.1 in respect of, arising out of or involving a claim or demand made by any Person not a party to this Article VAgreement against the Indemnified Party (a "Third Party Claim"), it the Indemnified Party shall promptly notify deliver a Claim Notice to the Indemnifying Party in writing promptly after receipt by such Indemnified Party of such claim. The written notice of the Third Party Claim; provided, that failure to provide give such notice will Claim Notice shall not affect any rights the indemnification provided hereunder except to the extent an the Indemnifying Party is materially shall have been actually prejudiced therebyas a result of such failure. (b) 7.2.2. If such claim involves a claim by a third-party Third Party Claim is made against the an Indemnified Party, the Indemnifying Party shallshall be entitled to participate in the defense thereof and, within ten days after receipt of such notice and upon notice if it so chooses, to assume the Indemnified defense thereof with counsel selected by the Indemnifying Party, assume, with which counsel must be reasonably satisfactory to the Indemnified Party, at the sole cost and expense of . Should the Indemnifying PartyParty so elect to assume the defense of a Third Party Claim, the settlement or defense thereof (in which case any Loss associated therewith Indemnifying Party shall not be the sole responsibility of the Indemnifying Party), provided that liable to the Indemnified Party may participate for legal expenses subsequently incurred by the Indemnified Party in such settlement connection with the defense thereof, but shall continue to pay for any expenses of investigation or defense through counsel chosen by itany Loss suffered. If the Indemnifying Party assumes such defense, the Indemnified Party determines shall have the right to participate in good faith that representation the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party's counsel of . If (i) the Indemnifying Party and shall not assume the defense of a Third Party claim with counsel satisfactory to the Indemnified Party within five Business Days of any Claim Notice, or (ii) legal counsel for the Indemnified Party notifies the Indemnifying Party that there are or may present such counsel with be legal defenses available to the Indemnifying Party or to other Indemnified Parties which are different from or additional to those available to the Indemnified Party, which, if the Indemnified Party and the Indemnifying Party were to be represented by the same counsel, would constitute a conflict of interestinterest for such counsel or prejudice prosecution of the defenses available to such Indemnified Party, then or (iii) if the Indemnifying Party shall pay assume the defense of a Third Party Claim and fail to diligently prosecute such defense, then in each such case the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees fees, charges and expenses disbursements of counsel employed by the Indemnified Party, and the Indemnified Party shall be promptly reimbursed for any such fees, charges and disbursements, as and when incurred. Whether the Indemnifying Party or the Indemnified Party control the defense of any Third Party Claim, the parties hereto shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation or any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim (other than any such Third Party Claim in which criminal conduct is alleged) without the Indemnified Party's counsel. Notwithstanding the foregoingconsent if such settlement, compromise or discharge (i) the Indemnified Party may, at the sole cost constitutes a complete and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim unconditional discharge and (iii) the Indemnifying Party may not, without the consent release of the Indemnified Party, settle or compromise any action or consent to and (ii) provides for no relief other than the entry payment of any judgment. So long as an Indemnifying Party is contesting any monetary damage and such claim monetary damages are paid in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of full by the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices therefor.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V shall be asserted and resolved as follows: (a) If an Indemnified the a Party intends has incurred or suffered Damages for which it is entitled to seek indemnification under this Article VVI, it shall promptly notify such Party (the Indemnifying Party in writing "Indemnified Party") shall, prior to the expiration of the representation, warranty, covenant or agreement to which such claim relates, give written notice of such claim. The failure to provide such notice will not affect any rights hereunder except claim (a "Claim Notice") to the extent an other Party (the "Indemnifying Party is materially prejudiced therebyParty"). Each Claim Notice shall state the amount of claimed Damages (the "Claimed Amount"), if known, and the basis for such claim. (b) Within 20 days after delivery of a Claim Notice, the Indemnifying Party shall provide to the Indemnified Party a written response (the "Response Notice") in which the Indemnifying Party shall: (i) agree that all of the Claimed Amount is owed to the Indemnified Party, (ii) agree that part, but not all, of the Claimed Amount (the "Agreed Amount") is owed to 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 Article VI. If no Response Notice is delivered by the Indemnifying Party within such claim involves a claim by a third20-party against day period, the Indemnifying Party shall be deemed to have agreed that all of the Claimed Amount is owed to the Indemnified Party. (c) 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 shallshall promptly pay to the Indemnified Party an amount equal to the Claimed Amount. If the Indemnifying Party in the Response Notice agrees that part, within ten days after receipt but not all, of such notice and upon notice the Claimed Amount is owed to the Indemnified Party, assumethe Indemnifying Party shall promptly pay to the Indemnified Party an amount equal to the Agreed Amount set forth in such Response Notice. Acceptance by the Indemnified Party of part payment of any Claimed Amount shall be without prejudice to the Indemnified Party's right to claim the balance of any such Claimed Amount. Notwithstanding the foregoing, the Indemnified Party shall have the right, at its option, to elect to satisfy any obligation of the Seller under this subsection (c) pursuant to the provisions of Section 1.7 hereof by deducting such funds from any unpaid portion of the Post-Closing Net Adjustment. The Indemnified Party shall not, however, have any right to offset or deduct any such claims from any sum owed to Seller with respect to the occupancy of the Facility in accordance with Exhibit E. (d) The Indemnified Party shall give prompt written notification to the Indemnifying Party of the commencement of any action, suit or proceeding relating to a third party claim for which indemnification pursuant to this Article VI may be sought. 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, at the sole cost and expense of provided the Indemnifying Party, the settlement or defense thereof (Party acknowledges in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that writing to the Indemnified Party that any damages, fines, costs or other liabilities that may participate be assessed against the Indemnified Party in connection with such settlement action, suit or defense through counsel chosen by itproceeding constitute Damages for which the Indemnified Party shall be entitled to indemnification pursuant to this Article VI. If the Indemnifying Party does not so assume control of such defense, the Indemnified Party determines in good faith shall control such defense. The party not controlling such defense may participate therein at its own expense; provided that representation by if the Indemnifying Party's counsel Party assumes control of (i) such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and (ii) the Indemnified Party may present have conflicting interests or different defenses available with respect to such counsel with a conflict of interestaction, then the Indemnifying Party shall pay suit or proceeding, the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) counsel to the Indemnified Party mayshall 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 sole cost defense thereof and expense shall consider in good faith recommendations made by the other party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit or proceeding without the prior written consent of the Indemnifying Party, at which shall not be unreasonably withheld. The Indemnifying Party shall not agree to any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may notaction, suit or proceeding without the prior written consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party which shall not pay or settle any such claim without such Indemnifying Party's consent, be unreasonably withheld (it being understood that it is reasonable to withhold such consent not to be unreasonably withheld. Notwithstanding the foregoingif, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the among other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Partythings, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure entry of judgment (A) lacks a complete release of the Indemnified Party to participate in, conduct for all liability with respect thereto or control such defense shall not relieve (B) imposes any liability or obligation on the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices thereforIndemnified Party).

Method of Asserting Claims. All claims for As used herein, an "Indemnified Party" shall refer to a "Purchaser Indemnified Party" or "Seller Indemnified Party," as applicable, the "Notifying Party" shall refer to the party hereto whose Indemnified Parties are entitled to indemnification by any hereunder, and the "Indemnifying Party" shall refer to the party hereto obligated to indemnify such Notifying Party's Indemnified Party under this Article V shall be asserted and resolved as follows:Parties. (a) If an In the event that any of the Indemnified Parties is made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third party for the liability or the costs or expenses of which are Seller Losses or Purchaser Losses, as the case may be (any such third party action or proceeding being referred to as a "Claim"), the Notifying Party intends to seek indemnification under this Article V, it shall promptly notify give the Indemnifying Party in writing of such claimprompt notice thereof. The failure to provide give such notice will shall not affect any rights hereunder except Indemnified Party's ability to seek reimbursement unless such failure has materially and adversely affected the extent an Indemnifying Party's ability to defend successfully a Claim. The Indemnifying Party is materially prejudiced thereby. (b) If shall be entitled to contest and defend such claim involves a claim by a third-party against the Indemnified PartyClaim; provided, that the Indemnifying Party shall, (i) has a reasonable basis for concluding that such defense may be successful and (ii) diligently contests and defends such Claim. Notice of the intention so to contest and defend shall be given by the Indemnifying Party to the Notifying Party within ten twenty (20) business days after receipt the Notifying Party's notice of such notice and upon notice Claim (but, in all events, at least five (5) business days prior to the Indemnified Party, assume, with counsel reasonably satisfactory date that an answer to the Indemnified Party, at the sole cost such Claim is due to be filed). Such contest and expense of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen conducted by it. If the Indemnified Party determines in good faith that representation reputable attorneys employed by the Indemnifying Party's counsel of . The Notifying Party shall be entitled at any time, at its own cost and expense (i) which expense shall not constitute a Loss unless the Notifying Party reasonably determines that the Indemnifying Party and (ii) the Indemnified Party may present such counsel with is not adequately representing or, because of a conflict of interest, then may not adequately represent, any interests of the Indemnified Parties), to participate in such contest and defense and to be represented by attorneys of its or their own choosing. If the Notifying Party elects to participate in such defense, the Notifying Party shall cooperate with the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence conduct of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that such defense. Neither the Indemnified Notifying Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) nor the Indemnifying Party may notconcede, settle or compromise any Claim without the consent of the Indemnified Partyother party, settle or compromise any action or which consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheldwithheld or delayed. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices therefor.the

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V Section 9 shall be asserted and resolved as follows: 9.4.1 The party claiming indemnification (athe “Indemnified Party”) If an in respect of, arising out of or involving a claim or demand made by a third party against the Indemnified Party intends (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) to seek the other party (the “Indemnifying Party”) as soon as reasonably practicable after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such Claim Notice shall not affect the indemnification under this Article V, it shall promptly notify provided hereunder except to the extent the Indemnifying Party in writing shall have been actually prejudiced as a result of such claimfailure. The Indemnifying Party shall promptly mitigate any such prejudice to the extent possible. 9.4.2 If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it acknowledges that as between it and the Indemnified Party, it is responsible for such Third Party Claim, the Indemnifying Party may choose to assume the defense thereof with counsel selected by the Indemnifying Party, which counsel must be reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, but shall continue to pay for any expenses of investigation and any Loss suffered. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. If (i) the Indemnifying Party shall not assume the defense of a Third Party Claim with counsel satisfactory to the Indemnified Party within five days of any Claim Notice, or (ii) legal counsel for the Indemnified Party notifies the Indemnifying Party that there are or may be legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party, which, if the Indemnified Party and the Indemnifying Party were to be represented by the same counsel, would constitute a conflict of interest for such counsel or prejudice prosecution of the defenses available to such Indemnified Party, or (iii) if the Indemnifying Party shall assume the defense of a Third Party Claim and fail to prosecute such defense with reasonable diligence, then in each such case the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees, charges and disbursements of counsel employed by the Indemnified Party and the Indemnified Party shall be promptly reimbursed for any such fees, charges and disbursements, as and when incurred. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably 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. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim (other than any such Third Party Claim in which criminal conduct is alleged) without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, and (ii) provides for no relief other than the payment of monetary damages and such monetary damages are paid in full by the Indemnifying Party. 9.4.3 If any Indemnified Party should have a claim under Section 9 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to provide give the Indemnity Notice shall not impair such notice will not affect any party’s rights hereunder except to the extent that an Indemnifying Party is materially demonstrates that it has been actually prejudiced thereby. (b) . The Indemnifying Party shall promptly mitigate any such prejudice to the extent practicable. If such claim involves a claim by a third-party against the Indemnified Party, the Indemnifying Party shall, within ten days after receipt of such notice and upon notice to notifies the Indemnified PartyParty that it does not dispute the claim described in such Indemnity Notice, assume, with counsel reasonably satisfactory to the Indemnified Party, at Loss in the sole cost and expense amount specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party under Section 9 and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) such amount to the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consenton demand. If the Indemnifying Party is not entitled disputes its liability with respect to assume such claim, the defense of Indemnifying Party and the claim pursuant to the foregoing provisions or is entitled but does not contest such claim Indemnified Party will in good faith (including if it does not notify the Indemnified Party of its assumption of the defense attempt to negotiate a resolution of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices therefordispute.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V shall Section 8.1 will be asserted and resolved as follows: (a) If In order for an Indemnified Party intends to seek be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim or demand made by any Person not a party to this Article VAgreement against the Indemnified Party (a "Third Party Claim"), it shall promptly notify the Indemnified Party must deliver a Claim Notice to the Indemnifying Party in writing within 30 Business Days after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such Claim Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such claimfailure. (b) If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party, which counsel must be reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, but shall continue to pay for any expenses of investigation or any Loss suffered. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. If (i) the Indemnifying Party shall not assume the defense of a Third Party Claim with counsel satisfactory to the Indemnified Party within five Business Days of any Claim Notice, or (ii) legal counsel for the Indemnified Party notifies the Indemnifying Party that there are or may be legal defenses available to the Indemnified Party or to other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, which, if the Indemnified Party and the Indemnifying Party were to be represented by the same counsel, would constitute a conflict of interest for such counsel or prejudice prosecution of the defenses available to such Indemnified Party, or (iii) if the Indemnifying Party shall assume the defense of a Third Party Claim and fail to diligently prosecute such defense, then in each such case the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees, charges and disbursements of counsel employed by the Indemnified Party; and the Indemnified Party shall be promptly reimbursed for any such fees, charges and disbursements, as and when incurred. Whether the Indemnifying Party or the Indemnified Party control the defense of any Third Party Claim, the parties hereto shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information which are reasonably 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. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, and (ii) provides for no relief other than the payment of monetary damages and such monetary damages are paid in full by the Indemnifying Party. (c) In the event any Indemnified Party should have a claim under Section 8.1 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to provide give the Indemnity Notice shall not impair such notice will not affect any party's rights hereunder except to the extent that an Indemnifying Party is materially demonstrates that it has been irreparably prejudiced thereby. (b) . If such claim involves a claim by a third-party against the Indemnified Party, the Indemnifying Party shall, within ten days after receipt of such notice and upon notice to notifies the Indemnified Party, assume, with counsel reasonably satisfactory Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified PartyParty within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, at the sole cost and expense Loss in the amount specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party under Section 8.1 and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses amount of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) such Loss to the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consenton demand. If the Indemnifying Party is not entitled has timely disputed its liability with respect to assume such claim, the defense of Indemnifying Party and the claim pursuant to the foregoing provisions or is entitled but does not contest such claim Indemnified Party will proceed in good faith (including if it does not notify the Indemnified Party of its assumption of the defense to negotiate a resolution of such claim dispute and if not resolved through negotiations within the ten-day period set forth above)Resolution Period, then the such dispute shall be resolved by litigation in a court of competent jurisdiction. (d) The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may conduct have at law or in equity, under federal and controlstate securities laws, through counsel of its own choosing and at by separate agreement (including without limitation the expense of the Indemnifying Party, the settlement Operative Agreements) or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices thereforotherwise.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V shall be asserted and resolved as follows: (a) If In the event that any Action for which Seller would be liable to an Indemnified Purchaser Party intends hereunder is asserted against or sought to seek indemnification under this Article Vbe collected from an Indemnified Purchaser Party by a third party, it the Indemnified Purchaser Party shall promptly notify the Indemnifying Party in writing Seller of such claimAction, specifying the nature of the Action and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of the Action) (the “Claim Notice”). Each Shareholder and Seller shall (and Shareholders shall cause Seller to) thereupon, at his and/or its sole cost and expense, assume the control of the defense, settlement or compromise of the Action against the Indemnified Purchaser Party with counsel of Seller’s choosing that is reasonably satisfactory to Indemnified Purchaser Party. The failure to provide such notice will timely give a Claim Notice shall not affect any rights hereunder relieve Seller or Shareholders of its or his obligations hereunder, except and only to the extent an Indemnifying Party is materially prejudiced therebythat such failure shall result in any material prejudice to Seller in defense of the Action. (b) If such claim involves a claim by a third-party Seller shall not, without the prior written consent of the Indemnified Purchaser Party, consent to the entry of any judgment against the Indemnified PartyPurchaser Party or enter into any settlement or compromise which does not include, as an unconditional term thereof (i.e., there being no requirement that the Indemnified Purchaser Party pay any amount of money or give any other consideration), the Indemnifying Party shall, within ten days after receipt of such notice and upon notice giving by the claimant or plaintiff to the Indemnified PartyPurchaser Party of a release, assume, with counsel in form and substance reasonably satisfactory to the Indemnified Purchaser Party, from all Liability in respect of the Action. If any Indemnified Purchaser Party desires to participate in, but not control, any such defense or settlement, it may do so at the its sole cost and expense expense. If, in the reasonable opinion of the Indemnifying Indemnified Purchaser Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may use of counsel chosen by Seller would present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer interest or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Purchaser Party and Seller, and the Indemnified Purchaser Party shall have reasonably concluded that there may take over be legal defenses available to it which are different from or in addition to those available to Seller, then, in each case, the Indemnified Purchaser Party shall have the right to control of the defense or settlement of a third-party claim at any time if it irrevocably waives such Action or demand and its costs and expenses shall be included as part of the indemnification obligation of Seller and Shareholders hereunder; provided, however, that the Indemnified Purchaser Party shall not settle any such Action without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. If the Indemnified Purchaser Party should elect to exercise such right, Seller shall have the right to indemnity under this Article V participate in, but not control, the defense or settlement of such Action at its sole cost and expense. If, in the reasonable opinion of the Indemnified Purchaser Party, any Action, or the litigation or resolution of any Action, involves an issue or matter which could reasonably have a material adverse effect on the business, operations, assets, properties or prospects of the Indemnified Purchaser Party or its Affiliates or Product Liability Lawsuit, then, in each case, the Indemnified Purchaser Party and Seller shall mutually control the defense or settlement of any such Action or demand and the Indemnified Purchaser Party’s costs and expenses shall be included as part of the indemnification obligation of Seller and Shareholders hereunder; provided, however, that the neither Party shall settle any such Action without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed and provided that such settlement shall include, as an unconditional term thereof, the delivery by the claimant or plaintiff to the Indemnified Purchaser Party of a release, in form and substance satisfactory to the Indemnified Purchaser Party, from all Liability in respect of the Action (i.e., there shall be no requirement that the Indemnified Purchaser Party pay any amount of money or give any other consideration). (c) In the event an Indemnified Purchaser Party should have a Action against Seller and/or Shareholder hereunder that does not involve a Action being asserted against or sought to be collected from it by a third party, the Indemnified Purchaser Party shall send a Claim Notice with respect to such claim Action to Seller and/or Shareholders. (d) All Action for indemnification by an Indemnified Seller Party under this Agreement shall be asserted and (iii) resolved under the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period procedures set forth above), then hereinabove by substituting in the appropriate place “Indemnified Party may conduct Seller Party” for “Indemnified Purchaser Party” and control, through counsel of its own choosing variations thereof and at the expense of the Indemnifying Party, the settlement or defense thereof, “Purchaser” for “Seller” and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid variations thereof as incurred, promptly against delivery of invoices thereforapplicable.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V shall Section 7.1 will be asserted and resolved as follows: (a) If 7.2.1 In order for an Indemnified Party intends to seek be entitled to any indemnification provided for under Section 7.1 in respect of, arising out of or involving a claim or demand made by any Person not a party to this Article VAgreement against the Indemnified Party (a "Third Party Claim"), it the Indemnified Party shall promptly notify deliver a Claim Notice to the Indemnifying Party in writing promptly after receipt by such Indemnified Party of written notice of the Third Party Claim; _provided_, that failure to give such Claim Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such claimfailure. 7.2.2 If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party, which counsel must be reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, but shall continue to pay for any expenses of investigation or any Loss suffered. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. If (i) the Indemnifying Party shall not assume the defense of a Third Party claim with counsel satisfactory to the Indemnified Party within five Business Days of any Claim Notice, or (ii) legal counsel for the Indemnified Party notifies the Indemnifying Party that there are or may be legal defenses available to the Indemnifying Party or to other Indemnified Parties which are different from or additional to those available to the Indemnified Party, which, if the Indemnified Party and the Indemnifying Party were to be represented by the same counsel, would constitute a conflict of interest for such counsel or prejudice prosecution of the defenses available to such Indemnified Party, or (iii) if the Indemnifying Party shall assume the defense of a Third Party Claim and fail to diligently prosecute such defense, then in each such case the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees, charges and disbursements of counsel employed by the Indemnified Party, and the Indemnified Party shall be promptly reimbursed for any such fees, charges and disbursements, as and when incurred. Whether the Indemnifying Party or the Indemnified Party control the defense of any Third Party Claim, the parties hereto shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation or any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim (other than any such Third Party Claim in which criminal conduct is alleged) without the Indemnified Party's consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, and (ii) provides for no relief other than the payment of monetary damage and such monetary damages are paid in full by the Indemnifying Party. 7.2.3 In the event any Indemnified Party should have a claim under Section 7.1 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall promptly deliver an Indemnity Notice to the Indemnifying Party. The failure by any Indemnified Party to provide give the Indemnity Notice shall not impair such notice will not affect any party's rights hereunder except to the extent that an Indemnifying Party is materially demonstrates that it has been prejudiced thereby. (b) . If such claim involves a claim by a third-party against the Indemnified Party, the Indemnifying Party shall, within ten days after receipt of such notice and upon notice to notifies the Indemnified Party, assume, with counsel reasonably satisfactory Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified PartyParty within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, at the sole cost and expense Loss in the amount specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party under Section 7.1 and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses amount of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) such Loss to the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consenton demand. If the Indemnifying Party is not entitled has timely disputed its liability with respect to assume such claim, the defense of Indemnifying Party and the claim pursuant to the foregoing provisions or is entitled but does not contest such claim Indemnified Party will proceed in good faith (including if it does not notify the Indemnified Party of its assumption of the defense to negotiate a resolution of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereofdispute, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate inif not resolved through negotiations within thirty (30) days, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party dispute shall be paid resolved as incurred, promptly against delivery of invoices thereforprovided in Article X hereof.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V shall Section 10.1 will be asserted and resolved as follows: (a) If In order for an Indemnified Party intends to seek be entitled to any indemnification provided for under Section 10.1 in respect of, arising out of or involving a claim or demand made by any Person not a party to this Article VAgreement against the Indemnified Party (a "Third Party Claim"), it shall promptly notify the Indemnified Party must deliver a Claim Notice to the Indemnifying Party within 15 Business Days after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such Claim Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. (b) If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in writing the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party, which counsel must be reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party after such assumption in connection with the defense thereof, but shall continue to pay for any expenses of investigation or any Loss suffered. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. If (i) the Indemnifying Party shall not assume the defense of a Third Party Claim with counsel satisfactory to the Indemnified Party within 10 Business Days of any Claim Notice, or (ii) legal counsel for the Indemnified Party notifies the Indemnifying Party that there are or may be legal defenses available to the Indemnified Party or to other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, which, if the Indemnified Party and the Indemnifying Party were to be represented by the same counsel, would constitute a conflict of interest for such counsel or prejudice prosecution of the defenses available to such Indemnified Party, or (iii) the Indemnifying Party shall assume the defense of a Third Party Claim and fail to diligently prosecute such defense, then in each such case the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees, charges and disbursements of counsel employed by the Indemnified Party; and the Indemnified Party shall be promptly reimbursed for any such reasonable fees, charges and disbursements, as and when incurred; provided that if the Indemnifying Party shall not be actually prejudiced, the Indemnified Party's right to assume the defense after 10 Business Days of any Claim Notice shall not be limited by (i) above. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties hereto shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information which are reasonably relevant to such Third Party (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, and (ii) provides for no relief other than the payment of monetary damages and such monetary damages are paid in full by the Indemnifying Party. (c) In the event any Indemnified Party should have a claim under Section 10.1 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice to the Indemnifying Party with reasonable promptness following the Indemnified Party's awareness of such claim. The failure by any Indemnified Party to provide give the Indemnity Notice shall not impair such notice will not affect any party's rights hereunder except to the extent that an Indemnifying Party is materially demonstrates that it has been irreparably prejudiced thereby. (b) . If such claim involves a claim by a third-party against the Indemnified Party, the Indemnifying Party shall, within ten days after receipt of such notice and upon notice to notifies the Indemnified Party, assume, with counsel reasonably satisfactory Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified PartyParty within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, at then the sole cost and expense Loss in the amount specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party under Section 10.1 and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses amount of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) such Loss to the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consenton demand. If the Indemnifying Party is not entitled has timely disputed its liability with respect to assume such claim, the defense of Indemnifying Party and the claim pursuant to the foregoing provisions or is entitled but does not contest such claim Indemnified Party will proceed in good faith (including to negotiate a resolution of such dispute, and if it does not notify resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation commenced by the Indemnified Party within 180 days of its assumption end of Resolution Period in a court of competent jurisdiction. (d) Except with respect to matters involving fraud or criminal misconduct, the defense of such claim within rights accorded to Indemnified Parties hereunder shall be the ten-day period set forth above), then exclusive remedy for monetary damages available to the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and Parties against the Indemnifying Party shall cooperate with it in connection therewithrespect to any matter for which indemnity is provided hereunder. The failure of Except as limited by the preceding sentence, each Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation retain all rights that it may have hereunder. Any defense costs required at law or in equity, under federal and state securities laws, or by separate agreement, including, without limitation, under the Operative Agreements or otherwise. (e) Notwithstanding anything contained in this Agreement to be paid by the Indemnifying Party contrary, Liabilities of the Company and of Subsidiaries relating to this Agreement or any Operative Agreement shall be paid as incurredthe joint and several responsibility solely of Sellers. No Seller shall be entitled to any indemnification, promptly against delivery right of invoices thereforcontribution or other right of recovery from the Company or any of the Subsidiaries in connection with any claim made by an Indemnified Party hereunder.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V shall Section 9.1 will be asserted and resolved as follows: (a) If In order for an Indemnified Party intends to seek be entitled to any indemnification provided for under Section 9.1 in respect of, arising out of or involving a claim or demand made by any Person not a party to this Article VAgreement against the Indemnified Party (a "THIRD PARTY CLAIM"), the Indemnified Party must deliver a claim notice (a "CLAIM NOTICE") to the Indemnifying Party within thirty (30) Business Days after receipt by such Indemnified Party of written notice of the Third Party Claim; PROVIDED, HOWEVER, that failure to give such Claim Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. (b) If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party, which counsel must be reasonably satisfactory to the Indemnified Party. Subject to the next sentence, should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall promptly notify not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, but shall continue to pay for any expenses of investigation or any Loss suffered; and if the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in such defense and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. If (i) the Indemnifying Party shall not assume the defense of a Third Party Claim with counsel satisfactory to the Indemnified Party within twenty Business Days of any Claim Notice, or (ii) legal counsel for the Indemnified Party notifies the Indemnifying Party in writing that there are or may be legal defenses available to the Indemnified Party or to other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, which, if the Indemnified Party and the Indemnifying Party were to be represented by the same counsel, would constitute a conflict of interest for such claimcounsel or prejudice prosecution of the defenses available to such Indemnified Party, or (iii) the Indemnifying Party shall assume the defense of a Third Party Claim and fail to diligently prosecute such defense, then in each such case the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees, charges and disbursements of counsel employed by the Indemnified Party; ad the Indemnified Party shall be promptly reimbursed for any such fees, charges and disbursements, as and when incurred. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties hereto shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information which are reasonably relevant to such Third Party (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, and (ii) provides for no relief other than the payment of monetary damages and such monetary damages are paid in full by the Indemnifying Party. Any amounts reimbursed to any Indemnified Party hereunder with respect to a particular Third Party Claim shall be repaid to the Indemnifying Party in the event that it is finally adjudicated by a court of competent jurisdiction that such Indemnified Party is not entitled to indemnification by the Indemnifying Party with respect to such Third Party Claim. (c) In the event any Indemnified Party shall have a claim under Section 9.1 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver an indemnity notice (an "INDEMNITY NOTICE") with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to provide give the Indemnity Notice shall not impair such notice will not affect any party's rights hereunder except to the extent that an Indemnifying Party is demonstrates that it has been materially prejudiced thereby. (b) . If such claim involves a claim by a third-party against the Indemnified Party, the Indemnifying Party shall, within ten days after receipt of such notice and upon notice to notifies the Indemnified Party, assume, with counsel reasonably satisfactory Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified PartyParty within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, at the sole cost and expense Loss in the amount specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party under Section 9.1 and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses amount of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) such Loss to the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consenton demand. If the Indemnifying Party is not entitled has timely disputed its liability with respect to assume such claim, the defense of Indemnifying Party and the claim pursuant to the foregoing provisions or is entitled but does not contest such claim Indemnified Party will proceed in good faith (including if it does not notify the Indemnified Party of its assumption of the defense to negotiate a resolution of such claim dispute, and if not resolved through negotiations within the ten-day period set forth above)Resolution Period, then the such dispute shall be resolved by litigation in a court of competent jurisdiction. (d) The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may conduct have at law or in equity, under federal and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement state securities laws by separate agreement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices thereforotherwise.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V Section 9.2 shall be asserted and resolved as follows: (a) If In the event any claim or demand in respect of which an Indemnified Party intends might seek indemnity under Section 9.2 is asserted against or sought to seek indemnification under this Article Vbe collected from such Indemnified Party by a Person other than a party hereto or any of its Affiliates (a “Third Party Claim”), it then such Indemnified Party shall deliver a Claim Notice promptly notify to the Indemnifying Party in writing of such claim. The failure to provide such notice will not affect any rights hereunder except to the extent an Indemnifying Party is materially prejudiced thereby. accordance with paragraph (b) If below. In case any such claim involves a claim by a third-party action is brought against the an Indemnified Party, the Indemnifying Party shall, within ten days after receipt of such notice shall be entitled to participate in and upon notice to assume and control the Indemnified Party, assumedefense thereof, with counsel reasonably satisfactory to the such Indemnified Party, at the sole cost and expense of after notice from the Indemnifying PartyParty to such Indemnified Party of its election so to assume the defense thereof, the settlement Indemnifying Party shall not be Liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party)thereof; provided, provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by itat the Indemnified Party’s expense. If the Indemnifying Party does not elect to assume the defense of a Third Party Claim, it shall not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such Third Party determines in good faith Claim, unless the Indemnified Parties shall have been advised by counsel that representation of any such Indemnified Parties by the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them, in which case such Indemnified Parties shall have the right to select separate counsel the fees and expenses of which shall be paid by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the . No Indemnifying Party shall pay the reasonable fees and expenses consent to entry of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) the Indemnified any judgment or enter into any settlement of any Third Party may, at the sole cost and expense Claim of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of which it has assumed the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, hereunder without the consent of the Indemnified Party, settle which consent shall not be unreasonably withheld or compromise delayed; provided, that such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified Parties affected by the claim and (ii) the settlement is for money damages only. No Indemnifying Party shall be subject to any action Liability for any settlement of a Third Party Claim made without its consent, which consent shall not be unreasonably withheld or consent to delayed. (b) In the entry event of any judgment. So long as claim or demand, including Third Party Claims, in respect of which an Indemnifying Indemnified Party is contesting any such claim in good faithmight seek indemnity hereunder, the Indemnified Party shall not pay or settle any such claim without such deliver an Indemnity Notice promptly to the Indemnifying Party's consent, provided, that the failure by any Indemnified Party to give the Indemnity Notice shall not impair such consent not party’s rights hereunder except to be unreasonably withheldthe extent that an Indemnifying Party has been prejudiced thereby, and then only to the extent of such prejudice. Notwithstanding The Indemnifying Party shall notify the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust Indemnified Party within the meaning thirty (30)-day period after its receipt of Section 856 of such Indemnity Notice (the Code, then “Dispute Period”) as to whether the Combined Company shall make such decision Indemnifying Party disputes its liability to compromise or settle the third-party claim without the need to obtain the other party's consentIndemnified Party hereunder. If the Indemnifying Party is not entitled to assume notifies the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if Indemnified Party that it does not dispute the claim described in such Indemnity Notice, or fails to notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and Dispute Period whether the Indemnifying Party shall cooperate with it disputes the claim described in connection therewith. The failure of the Indemnified Party to participate insuch Indemnity Notice, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be deemed to be Liable hereunder for indemnifying the Indemnified Party in respect of such claim, subject to the other provisions of this ARTICLE IX, up to the amount of Damages specified in the Indemnity Notice, when such Damages have been finally determined. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute. (c) The Parties shall cooperate with one another with respect to resolving any claim or Liability with respect to which one Party is obligated to provide indemnification hereunder. (d) Sellers shall not have any Liability for any inaccuracy or breach of any representation, warranty or covenant of this Agreement if Sellers can demonstrate Buyers’ Knowledge, or the actual knowledge of any of Buyers’ representatives that have reviewed the materials made available in the electronic data room or in any “Q&A logs,” of such inaccuracy or breach prior to the date of this Agreement. (e) Notwithstanding anything contained in this Agreement, any amounts payable pursuant to the indemnification obligations under this Agreement shall be paid as incurred, promptly against delivery of invoices thereforwithout duplication.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V VIII shall be asserted and resolved as follows: (a) If an Indemnified Party intends to seek indemnification under this Article VVIII for any matter not involving a Third Party Claim, it shall promptly (but in any event within thirty (30) days after is becomes aware of such claim) notify the Indemnifying Party in writing of the facts and circumstances giving rise to such claim (including copies of all material written evidence thereof and the estimated amount, if practicable, of the Losses that have been or may sustained by the Indemnified Party). Such notice shall specify in reasonable detail (to the extent practicable based on information reasonably available at such time) the basis of the claim. (b) In the event that a claim by a third party against the Indemnified Party (a “Third Party Claim”) is brought against an Indemnified Party for which indemnification is provided under this Article VIII, and such Indemnified Party intends to seek such indemnity, then such Indemnified Party shall, promptly (but in any event within thirty (30) days after receipt of such Third Party Claim or ten (10) days after receipt in the event the Third Party Claim is in the form of a formal complaint or other similar filing is filed with a court of competent jurisdiction and served on an Indemnified Party), notify the Indemnifying Party in writing of such claim. The Third Party Claim, which notice shall specify in reasonable detail (to the extent practicable based on information reasonably available at such time) the facts and circumstances pertaining thereto (including copies of all material written evidence thereof and the estimated amount, if practicable, of the Losses that have been or may sustained by the Indemnified Party) and the basis for the Indemnified Party’s right to indemnification; provided, however, that any delay or failure by such Indemnified Party to provide give such notice will not affect any rights hereunder except to the extent an the Indemnifying Party is materially prejudiced thereby. (b) If by such claim involves a claim by a third-party against the Indemnified Party, the delay or failure. The Indemnifying Party shall, within ten shall have thirty (30) days after receipt of such notice and upon notice to notify the Indemnified Party of its intent to defend such Third Party Claim through counsel reasonably acceptable to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, Party and at the sole cost and expense of the Indemnifying Party. Upon delivery of such notice, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that i) the Indemnified Party may shall reasonably cooperate with the Indemnifying Party in connection therewith, (ii) the Indemnified Party shall be permitted to participate in such settlement or defense through counsel chosen by it. If it in its sole discretion at its sole expense; provided, however, that the Indemnifying Party shall be responsible for such expense if (A) following petition by an Indemnified Party Party, a court of competent jurisdiction determines in that a diligent, good faith that representation defense is not being, or ceases to be, conducted by the Indemnifying Party's counsel of , (i) the Indemnifying Party and (iiB) the Indemnified Party has reasonably concluded that there may present be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, (C) the Indemnified Party’s counsel with has reasonably concluded and advised the Indemnified Party in writing that there is a conflict of interestinterest that would make it inappropriate under applicable standards of professional conduct to have common counsel, then (D) the principal remedy sought by the Third Party Claim includes a remedy other than money damages or (E) the Third Party Claim seeks monetary damages in an amount that, based on an objective reasonable valuation, would exceed the then-remaining limit on the Indemnifying Party’s liability under Section 8.2 or Section 8.3, as and to the extent applicable, assuming all other pending claims for indemnification under Section 8.2 or Section 8.3, as applicable, would be paid in the amounts set forth in the claims set forth by the Indemnified Parties; provided further that in no event shall the Indemnifying Party shall pay be liable for the reasonable fees and expenses of more than one counsel for the Indemnified Party's counsel. Notwithstanding the foregoing, Parties (i) the Indemnified Party may, at the sole cost and expense of in addition to the Indemnifying Party, at ’s own counsel) in connection with any time prior to Third Party Claims arising from the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim same facts and (iii) the Indemnifying Party may shall be entitled to assume the defense and settlement of such Third Party Claim. (c) The Indemnifying Party shall not, without except with the consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld, settle delayed or compromise conditioned), enter into any action settlement or consent to the entry of any judgment, in each case, unless such settlement or consent does not contain any admission of guilt or wrongdoing on the part of the Indemnified Party, does not by its terms include any specific restriction on the Indemnified Party or its Affiliates or the conduct of their respective businesses, is entirely indemnifiable by the Indemnifying Party pursuant to this Article VIII and includes as a term thereof the giving by the Person or Persons asserting such Third Party Claim to all Indemnified Parties of an unconditional release from all liability with respect to such Third Party Claim. So long as an the Indemnifying Party is reasonably contesting any such claim Third Party Claim in good faith, the Indemnified Party shall not pay or settle any Third Party Claim unless it irrevocably waives its rights to indemnity under this Article VIII with respect to such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If unless the Indemnifying Party is not entitled shall have consented in writing to assume such payment or settlement. (d) The Indemnifying Party and the Indemnified Party shall reasonably cooperate with each other in all reasonable respects in connection with the defense of the claim pursuant any Third Party Claim, including making available records relating to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify and furnishing such employees and other Representatives of the Indemnified Party of its assumption as may be reasonably necessary for the preparation of the defense of any such claim within or for testimony as witnesses in any proceeding relating to such claim. In connection with a Third Party Claim, the ten-day period set forth above)Indemnifying Party or the Indemnified Party, then as applicable, will, to the extent requested, reasonably cooperate with the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of or the Indemnifying Party, the settlement or defense thereofrespectively, and the Indemnifying Party shall cooperate with it to assert appropriate defenses in connection therewith. The failure respect of the Indemnified Party to participate instatutes of limitations, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices thereforif reasonably applicable.

Method of Asserting Claims. (a) All claims for indemnification by any a Buyer Indemnified Party under Person or a Seller Indemnified Person (collectively, the "Indemnified Persons") pursuant to this Article V VI shall be asserted made in accordance with the provisions of this Agreement, Schedule 6.2 hereto (if applicable) ("Schedule 6.2") and resolved as follows: (a) If an Indemnified Party intends to seek indemnification under this Article V, it shall promptly notify the Indemnifying Party in writing of such claim. The failure to provide such notice will not affect any rights hereunder except to the extent an Indemnifying Party is materially prejudiced therebyEscrow ------------ Agreement. (b) If a third party asserts that an Indemnified Person is liable to such claim involves third party for a monetary or other obligation which may constitute or result in Damages for which such Indemnified Person may be entitled to indemnification pursuant to this Article VI, and such Indemnified Person reasonably determines that it has a valid business reason to fulfill such obligation, then (i) such Indemnified Person shall be entitled to satisfy such obligation, without prior notice to or consent from the Indemnification Representative (with respect to claims of Buyer Indemnified Persons) or the Buyer (with respect to claims of Seller Indemnified Persons), (ii) such Indemnified Person may make a claim for indemnification pursuant to this Article VI in accordance with the provisions of the Escrow Agreement (if applicable), this Article VI and Schedule 6.2 (if applicable), and (iii) such Indemnified Person shall be reimbursed in accordance with the provisions of the Escrow Agreement (if applicable), this Article VI and Schedule 6.2 (if applicable), for any such Damages for which it is entitled to indemnification pursuant to this Article VI (subject to the right of the Indemnification Representative or the Buyer, as the case may be, to dispute the Indemnified Person's entitlement to indemnification under the terms of the Escrow Agreement (if applicable), this Article VI and Schedule 6.2 (if applicable). (c) The Indemnified Person shall give prompt written notification to the Indemnification Representative or the Buyer, as the case may be, of the commencement of any action, suit or proceeding relating to a third party claim for which indemnification pursuant to this Article VI may be sought; provided, however, that no delay on the part of the Indemnified Person in notifying the Indemnification Representative or the Buyer, as the case may be, shall relieve the Stockholders or the Buyer, as the case may be, of any liability or obligation hereunder except to the extent of any damage or liability caused by a third-party or arising out of such failure. Within thirty (30) days after delivery of such notification, the Indemnification Representative or the Buyer, as the case may be, may, upon written notice thereof to the Indemnified Person, assume control of the defense of such action, suit or proceeding provided the Indemnification Representative or the Buyer, as the case may be, acknowledges in writing to the Indemnified Person that any damages, fines, costs or other liabilities that may be assessed against the Indemnified PartyPerson in connection with such action, the Indemnifying Party shall, within ten days after receipt of such notice and upon notice to suit or proceeding constitute Damages for which the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith Person shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by itentitled to indemnification pursuant to this Article VI. If the Indemnified Party determines in good faith that representation by Indemnification Representative or the Indemnifying Party's counsel Buyer, as the case may be, does not so assume control of (i) the Indemnifying Party and (ii) such defense, the Indemnified Party Person shall control such defense. The party not controlling such defense may present participate therein at its own expense; provided that if the Indemnification Representative or the Buyer, as the case may be, assumes control of such counsel defense and the Indemnified Person reasonably concludes that the indemnifying parties and the Indemnified Person have conflicting interests or different defenses available with a conflict of interestrespect to such action, then the Indemnifying Party shall pay suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Party's counselPerson shall be considered "Damages" for purposes of this Agreement. Notwithstanding The party controlling such defense shall keep the foregoing, (i) the Indemnified Party may, at the sole cost and expense other party advised of the Indemnifying Partystatus of such action, at suit or proceeding and the defense thereof. The Indemnified Person shall not agree to any time settlement of such action, suit or proceeding without the prior to the delivery written consent of the notice referred Indemnification Representative or the Buyer, as the case may be, which shall not be unreasonably withheld. The Indemnification Representative or the Buyer, as the case may be, shall not agree to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may notaction, suit or proceeding without the prior written consent of the Indemnified PartyPerson, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party which shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices therefor.

Method of Asserting Claims. The party making a claim under this Article VIII is referred to as the "Indemnified Party" and the party against whom such claims are asserted under this Article VIII is referred to as the "Indemnifying Party". All claims for indemnification by any Indemnified Party under this Article V VIII shall be asserted and resolved as follows: (a) If A. In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party intends hereunder is assessed against or sought to seek indemnification under this Article Vbe collected from such Indemnified Party by a third party, it said Indemnified Party shall promptly with reasonable promptness notify in writing the Indemnifying Party in writing of said claim or demand, specifying the nature of the specific basis for such claim or demand, and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim. The claim and demand; any such notice, together with any notice given pursuant to Section 8.3(B) hereof, collectively being the "Claim Notice"); provided, however, that any failure to provide give such notice Claim Notice will not affect be deemed a waiver of any rights hereunder of the Indemnified Party except to the extent an that the rights of the Indemnifying Party is materially prejudiced thereby. (b) If such claim involves a claim by a third-party against are actually prejudiced. The Indemnifying Party, upon request of the Indemnified Party, the Indemnifying Party shall, within ten days after receipt of such notice and upon notice shall retain counsel (which shall be reasonably acceptable to the Indemnified Party, assume, with counsel reasonably satisfactory ) to represent the Indemnified Party, and shall pay the reasonable fees and disbursements of such counsel with regard thereto; provided, further, that any Indemnified Party is hereby authorized prior to the date on which it receives written notice from the Indemnifying Party designating such counsel, to retain counsel, whose reasonable fees and expenses shall be at the sole cost and expense of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or and take any such other action that which it reasonably shall deem necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party reasonably believes receives such notice from the Indemnifying Party. After the Indemnifying Party shall retain such counsel, the Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be necessary at the expense of such Indemnified Party unless (x) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or appropriate (y) the named parties of 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. The Indemnifying Party shall not, in connection with any proceedings or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one such firm for the Indemnified Party (except to the extent the Indemnified Party retained counsel to protect its interests(or the Indemnifying Party's) rights prior to the selection of counsel by the Indemnifying Party). If requested by the Indemnifying Party, (ii) the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party defends. A claim or demand may take over be settled by the control Indemnifying Party, unless (a) such settlement would have a Material Adverse Effect on the business or properties of the defense Indemnified Party or settlement (b) the Losses to the Indemnified Party are not fully covered by the indemnities provided herein. No claims or demand may be settled without the consent of the Indemnifying Party, which consent will not be unreasonably withheld, conditioned or delayed. B. In the event that any Indemnified Party shall have a third-party Claim against any Indemnifying Party hereunder which does not involve a claim at any time if or demand being asserted against or sought to be collected from it irrevocably waives its right to indemnity under this Article V by a third party, the Indemnified Party shall send a Claim Notice with respect to such claim and (iii) to the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party within fifteen (15) days of its assumption receipt of the defense Claim Notice that it disputes such claim, the amount of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense shall be conclusively deemed a liability of the Indemnifying PartyParty hereunder, provided, however, that the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve Claim Notice fully advises the Indemnifying Party of this conclusive presumption. C. So long as any obligation it may right to indemnification exists pursuant to this Article VIII, the affected parties each agree to retain all books, records, accounts, instruments and documents reasonably related to the Claim Notice. In each instance, the Indemnified Party shall have hereunder. Any defense costs required the right to be paid kept fully informed by the Indemnifying Party and its legal counsel with respect to any legal proceedings. Any information or documents made available to any party hereunder, which information is designated as confidential by the party providing such information, shall not be paid as incurreddisclosed to any third Person (except for the representatives of the party being provided with the information, promptly against delivery in which event the party being provided with the information shall insure that its representatives not disclose any such information which is otherwise required hereunder to be kept confidential). The provisions of invoices thereforthe foregoing sentence shall not apply to information (i) readily ascertainable from public or published information or trade sources, (ii) already known or subsequently developed by the party receiving such information, (iii) received from a third Person not under any obligation to the party providing such information to keep such information confidential or (iv) required by law or by order of any Governmental or Regulatory Body to be disclosed.

Method of Asserting Claims. All claims for indemnification by If any action shall be brought against any Subscriber Indemnified Party under this Article V shall be asserted and resolved as follows: (a) If an or Company Indemnified Party intends (an “Indemnified Party”) in respect of which indemnity may be sought pursuant to seek indemnification under this Article VAgreement, it such Indemnified Party shall promptly notify the Subscriber Indemnifying Party or Company Indemnifying Party (an “Indemnifying Party”) in writing writing, and the Indemnifying Party shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Indemnified Party. Any Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such claim. The failure to provide counsel shall be at the expense of such notice will not affect any rights hereunder Indemnified Party except to the extent an Indemnifying Party is materially prejudiced thereby. (b) If such claim involves a claim by a third-party against the Indemnified Party, the Indemnifying Party shall, within ten days after receipt of such notice and upon notice to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the employment thereof has been specifically authorized by the Indemnifying Party and in writing, (ii) the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such Indemnified Party’s counsel, a material conflict on any material issue between the position of the Indemnifying Party may present and the position of such counsel with a conflict of interestIndemnified Party, then in which case the Indemnifying Party shall pay be responsible for the reasonable fees and expenses of the Indemnified Party's no more than one such separate counsel. Notwithstanding the foregoing, (i) the The Indemnifying Party will not be liable to any Indemnified Party may, at the sole cost and expense of under this Agreement (y) for any settlement by an Indemnified Party effected without the Indemnifying Party’s prior written consent, at any time prior which shall not be unreasonably withheld, conditioned or delayed; or (z) to the delivery extent, but only to the extent that a loss, claim, damage or liability is attributable to any Indemnified Party’s breach of any of the notice referred to representations, warranties, covenants or agreements made by such Indemnified Party in this Agreement or in the first sentence of other Transaction Documents. The indemnification required by this Section 5.02(b) 8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any Indemnifying Party, file cause of action or similar right of any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) against the Indemnifying Party or others and any liabilities any party may not, without the consent of the Indemnified Party, settle or compromise any action or consent be subject to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices thereforlaw.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V shall Section 10.1 will be asserted and resolved as follows: (a) If In order for an Indemnified Party intends to seek be entitled to any indemnification provided for under Section 10.1 in respect of, arising out of or involving a claim or demand made by any Person not a party to this Article VAgreement against the Indemnified Party (a "THIRD PARTY CLAIM"), it shall promptly notify the Indemnified Party must deliver a claim notice (a "CLAIM NOTICE") to the Indemnifying Party in writing within 30 Business Days after receipt by such Indemnified Party of such claim. The written notice of the Third Party Claim; PROVIDED, HOWEVER, that failure to provide give such notice will Claim Notice shall not affect any rights the indemnification provided hereunder except to the extent an that the Indemnifying Party is materially shall have been actually prejudiced therebyas a result of such failure. (b) If such claim involves a claim by a third-party Third Party Claim is made against the an Indemnified Party, the Indemnifying Party shallshall be entitled to participate in the defense thereof and, within ten days after receipt of such notice and upon notice if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party, which counsel must be reasonably satisfactory to the Indemnified Party. Subject to the next succeeding sentence, assumeshould the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, but shall continue to pay for any Loss suffered, including expenses of investigations; and if the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in such defense and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. If (i) the Indemnifying Party shall not assume the defense of a Third Party Claim with counsel reasonably satisfactory to the Indemnified PartyParty within 20 Business Days after the delivery to the Indemnifying Party of the related Claim Notice, at or (ii) legal counsel for the sole cost and expense of Indemnified Party notifies the Indemnifying Party in writing that there are or may be legal defenses available to the Indemnified Party or to other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, which, if the settlement Indemnified Party and the Indemnifying Party were to be represented by the same counsel, would constitute a conflict of interest for such counsel or prejudice prosecution of the defenses available to such Indemnified Party, or (iii) the Indemnifying Party shall assume the defense thereof (of a Third Party Claim and fail to diligently prosecute such defense, then in which each such case any Loss associated therewith shall be the sole responsibility of Indemnified Party, by notice to the Indemnifying Party), provided that may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees, charges and disbursements of counsel employed by the Indemnified Party; and the Indemnified Party may participate in shall be promptly reimbursed for any such settlement fees, charges and disbursements, as and when incurred. Whether the Indemnifying Party or defense through counsel chosen by it. If the Indemnified Party determines controls the defense of any Third Party Claim, the parties hereto shall cooperate in good faith that representation the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information which are reasonably 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. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim (other than any such Third Party Claim in which criminal conduct is alleged) without the Indemnified Party's consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, and (ii) provides for no relief other than the payment of monetary damages and such monetary damages are paid in full by the Indemnifying Party's counsel of (i) . Any amounts reimbursed to any Indemnified Party hereunder with respect to a particular Third Party Claim shall be repaid to the Indemnifying Party and in the event that it is finally adjudicated by a court of competent jurisdiction that such Indemnified Party is not entitled to indemnification by the Indemnifying Party with respect to such Third Party Claim. (iic) In the event any Indemnified Party shall have a claim under Section 10.1 against the Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party may present shall deliver an indemnity notice (an "INDEMNITY NOTICE") with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such counsel with party's rights hereunder except to the extent that the Indemnifying Party demonstrates that it has been materially prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period as to whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss in the amount specified in the Indemnity Notice will be conclusively deemed a conflict liability of interestthe Indemnifying Party under Section 10.1 and, then subject to the "basket" provisions of Section 10.1, the Indemnifying Party shall pay the reasonable fees and expenses amount of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) such Loss to the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consenton demand. If the Indemnifying Party is not entitled has timely disputed its liability with respect to assume such claim, the defense of Indemnifying Party and the claim pursuant to the foregoing provisions or is entitled but does not contest such claim Indemnified Party will proceed in good faith (including if it does not notify the Indemnified Party of its assumption of the defense to negotiate a resolution of such claim dispute, and if not resolved through negotiations within the ten-day period set forth above)Resolution Period, then the such dispute shall be resolved by litigation in a court of competent jurisdiction. (d) The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may conduct have at law or in equity, under federal and controlstate securities laws, through counsel of its own choosing and at by separate agreement (including under the expense of the Indemnifying Party, the settlement Transaction Documents) or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices thereforotherwise.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article V shall be asserted and resolved as follows: (a) If In the event that any Action, claim or demand (collectively, “Claim”) for which HTM, any Seller and/or any Shareholder would be liable to an Indemnified Purchaser Party intends hereunder is asserted against or sought to seek indemnification under this Article Vbe collected from an Indemnified Purchaser Party by a third party, it the Indemnified Purchaser Party shall promptly notify the Indemnifying Party in writing Sellers of such claimClaim, specifying the nature of the Claim and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of the Claim) (the “Claim Notice”). HTM and Sellers shall thereupon, at their sole cost and expense, assume the control of the defense, settlement or compromise of the Claim against the Indemnified Purchaser Party with counsel of their choosing that is reasonably satisfactory to the Indemnified Purchaser Party. The failure to provide such notice will timely give a Claim Notice shall not affect relieve HTM, any rights hereunder Seller and/or any Shareholder of its or his obligations hereunder, except and only to the extent an Indemnifying Party is materially prejudiced therebythat such failure shall result in any material prejudice to the indemnifying party in defense of the Claim. (b) If such claim involves a claim by a third-party None of HTM, any Seller any Shareholder shall, without the prior written consent of the Indemnified Purchaser Party, consent to the entry of any judgment against the Indemnified PartyPurchaser Party or enter into any settlement or compromise which does not include, as an unconditional term thereof (i.e., there being no requirement that the Indemnified Purchaser Party pay any amount of money or give any other consideration), the Indemnifying Party shall, within ten days after receipt of such notice and upon notice giving by the claimant or plaintiff to the Indemnified PartyPurchaser Party of a release, assume, with counsel reasonably in form and substance satisfactory to the Indemnified Purchaser Party, from all Liability in respect of the Claim. If any Indemnified Purchaser Party desires to participate in, but not control, any such defense or settlement, it may do so at the its sole cost and expense expense. If, in the reasonable opinion of the Indemnifying Indemnified Purchaser Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party use of counsel chosen by HTM and (ii) the Indemnified Party may Sellers would present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Purchaser Party and HTM, any Seller and/or any Shareholder, and the Indemnified Purchaser Party shall have reasonably concluded that there may take over be legal defenses available to it which are different from or in addition to those available to HTM, any such Seller and/or Shareholder, or (iii) any Claim, or the litigation or resolution of any Claim, involves an issue or matter which could reasonably have a materially adverse effect on the business, operations, assets, properties or prospects of the Indemnified Purchaser Party or its Affiliates, then, in each case, the Indemnified Purchaser Party shall have the right to control of the defense or settlement of a third-party any such claim at or demand, and its costs and expenses shall be included as part of the indemnification obligation of HTM, Sellers and Shareholders hereunder; provided, however, that the Indemnified Purchaser Party shall not settle any time if it irrevocably waives its such Claim without the prior written consent of Sellers, which consent shall not be unreasonably withheld or delayed. If the Indemnified Purchaser Party should elect to exercise such right, Sellers shall have the right to indemnity under this Article V participate in, but not control, the defense or settlement of such Claim at their sole cost and expense. (c) In the event an Indemnified Purchaser Party should have a claim against HTM, any Seller and/or any Shareholder hereunder that does not involve a Claim being asserted against or sought to be collected from it by a third party, the Indemnified Purchaser Party shall send a Claim Notice with respect to such claim Claim to HTM, Sellers and Shareholders. (iiid) All claims for indemnification by an Indemnified Seller Party under this Agreement shall be asserted and resolved under the Indemnifying Party may notprocedures set forth hereinabove by substituting in the appropriate place “Indemnified Seller Party” for “Indemnified Purchaser Party” and variations thereof, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith “Purchaser” for “Sellers” and variations thereof (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above“HTM, Sellers and Shareholders” and “HTM, Sellers and/or Shareholders”), then the Indemnified Party may conduct and control“Purchaser” for “indemnifying party”, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices thereforapplicable.

Method of Asserting Claims. All claims for As used herein, an "Indemnified Party" shall refer to a "Purchasers Indemnified Party" or "Seller Indemnified Party," as applicable, the "Notifying Party" shall refer to the party hereto whose Indemnified Parties are entitled to indemnification by any hereunder, and the "Indemnifying Party" shall refer to the party hereto obligated to indemnify such Notifying Party's Indemnified Party under this Article V shall be asserted and resolved as follows:Parties. 35 (a) If an In the event that any of the Indemnified Parties is made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third party for the liability or the costs or expenses of which are Seller Losses or Purchasers Losses, as the case may be (any such third party action or proceeding being referred to as a "Claim"), the Notifying Party intends shall give the Indemnifying Party prompt notice thereof. The failure to give such notice shall not affect any Indemnified Party's ability to seek indemnification under this Article Vreimbursement unless such failure has materially and adversely affected the Indemnifying Party's ability to defend successfully a Claim. The Indemnifying Party shall be entitled to contest and defend such Claim; provided, it that the Indemnifying Party (i) has a reasonable basis for concluding that such defense may be successful and (ii) diligently contests and defends such Claim. Notice of the intention so to contest and defend shall promptly notify be given by the Indemnifying Party to the Notifying Party within twenty (20) business days after the Notifying Party's notice of such Claim (but, in all events, at least five (5) business days prior to the date that an answer to such Claim is due to be filed). Such contest and defense shall be conducted by reputable attorneys employed by the Indemnifying Party. The Notifying Party shall be entitled at any time, at its own cost and expense (which expense shall not constitute a Loss unless the Notifying Party reasonably determines that the Indemnifying Party is not adequately representing or, because of a conflict of interest, may not adequately represent, any interests of the Indemnified Parties), to participate in such contest and defense and to be represented by attorneys of its or their own choosing. If the Notifying Party elects to participate in such defense, the Notifying Party shall cooperate with the Indemnifying Party in writing the conduct of such claimdefense. The failure to provide such notice will not affect any rights hereunder except to Neither the extent an Notifying Party nor the Indemnifying Party may concede, settle or compromise any Claim without the consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, in the event the Indemnifying Party fails or is materially prejudiced therebynot entitled to contest and defend a claim, the Notifying Party shall be entitled to contest, defend and settle such Claim. (b) If In the event any Indemnified Party should have a claim against any Indemnifying Party that does not involve a Claim, the Notifying Party shall deliver a notice of such claim involves a claim by a third-party against with reasonable promptness to the Indemnified Indemnifying Party, . If the Indemnifying Party shall, notifies the Notifying Party that it does not dispute the claim described in such notice or fails to notify the Notifying Party within ten thirty (30) days after receipt delivery of such notice and upon notice to by the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of Notifying Party whether the Indemnifying PartyParty disputes the claim described in such notice, the settlement or defense thereof (Loss in which case any Loss associated therewith the amount specified in the Notifying Party's notice shall be the sole responsibility conclusively deemed a liability of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses amount of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) such Loss to the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consenton demand. If the Indemnifying Party is not entitled has timely disputed its liability with respect to assume the defense such claim, a representative of each of the claim pursuant to Indemnifying Party and the foregoing provisions Notifying Party (or is entitled but does not contest such claim their respective designees) shall proceed in good faith to negotiate a resolution of such dispute, and if not resolved through the negotiations of such representatives or designees within sixty (including if it does not notify 60) days after the Indemnified Party of its assumption delivery of the defense Notifying Party's notice of such claim within the ten-day period set forth above)claim, then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement such dispute (except for any such dispute which gives rise or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party could give rise to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party equitable relief under this Agreement) shall be paid as incurredresolved fully and finally in Chicago, promptly against delivery of invoices thereforIllinois by arbitration in accordance with Section 12.12.

Method of Asserting Claims. All claims for As used herein, an "Indemnified Party" shall refer to a "Purchaser Indemnified Party," or a "UDC Indemnified Party," as applicable, the "Notifying Party" shall refer to the party hereto whose Indemnified Parties are entitled to indemnification by any hereunder, and the "Indemnifying Party" shall refer to the party(ies) hereto obligated to indemnify such Notifying Party's Indemnified Party under this Article V shall be asserted and resolved as follows:Parties. (a) If an In the event that any of the Indemnified Parties is made (or, in the case of a Purchaser Indemnified Party, is threatened to be made) a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third party for the liability or the costs or expenses of which are Purchaser Losses or UDC Losses, as the case may be, (any such third party action or proceeding being referred to as a "Claim"), the Notifying Party intends shall give the Indemnifying Party prompt notice thereof. The failure to give such notice shall not affect any Indemnified Party's ability to seek indemnification under this Article Vreimbursement except to the extent such failure has materially and adversely affected the ability of the Indemnifying Party to successfully defend a Claim. The Indemnifying Party shall be entitled to contest and defend such Claim; provided, it that the Indemnifying Party (i) has a reasonable basis for concluding 32 40 that such defense may be successful, and (ii) diligently contests and defends such Claim. Notice of the intention so to contest and defend shall promptly notify be given by the Indemnifying Party to the Notifying Party within ten (10) Business Days after the Indemnified Party's notice of such Claim (but in all events, at least five (5) Business Days prior to the date that an answer to such Claim is due to be filed). Such contest and defense shall be conducted by reputable attorneys employed by the Indemnifying Party and reasonably satisfactory to the Notifying Party. The Notifying Party shall be entitled at any time, at its cost and expense (which expense shall not constitute a Loss unless the Notifying Party reasonably determines that the Indemnifying Party is not adequately representing or, because of a conflict of interest, may not adequately represent, any interests of the Notifying Party), to participate in such contest and defense and to be represented by attorneys of its own choosing. If the Notifying Party elects to participate in such defense, the Notifying Party shall cooperate with the Indemnifying Party in writing the conduct of such claimdefense. The failure to provide such notice will Neither the Indemnified Party nor the Notifying Party may concede, settle or compromise any Claim without the consent of the other party, which consent shall not affect any rights hereunder except to be unreasonably withheld or delayed. Notwithstanding the extent an foregoing, in the event the Indemnifying Party fails or is materially prejudiced therebynot entitled to contest and defend a Claim, the Notifying Party shall be entitled to contest, defend and settle such Claim and pursue its indemnification rights hereunder. (b) If such claim involves In the event any Indemnified Party should have a claim by a third-party for Losses against the Indemnified Party, the Indemnifying Party shallthat does not involve a Claim, the Notifying Party shall deliver a notice of such claim with reasonable promptness to the Indemnifying Party. (However, the failure to give any such notice shall not affect any Notifying Party's ability to seek reimbursement for Losses.) If the Indemnifying Party notifies the Notifying Party that it does not dispute the claim described in such notice or fails to notify the Notifying Party within ten thirty (30) days after receipt delivery of such notice and upon by the Notifying Party whether the Indemnifying Party disputes the claim described in such notice, the Loss in the amount specified in the Notifying Party's notice to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense shall be conclusively deemed a liability of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consentParties. If the Indemnifying Party is not entitled to assume has timely disputed the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense liability of the Indemnifying PartyParty(ies) with respect to such claim, the settlement or defense thereof, Chief Executive Officers of each of the Notifying Party and the Indemnifying Party (or their respective designees) shall cooperate with it proceed in connection therewithgood faith to negotiate a resolution of such dispute, and if not resolved through the negotiations of such Chief Executive Officers (or their respective designees) within sixty (60) days after the delivery of the Notifying Party's notice of such claim, such dispute (except for any such dispute which gives rise or could give rise to equitable relief under this Agreement) shall be resolved fully and finally in Chicago, Illinois, by an arbitrator selected pursuant to, and an arbitration governed by, the Commercial Arbitration Rules of the American Arbitration Association. The failure arbitrator shall resolve the dispute within thirty (30) days after selection and judgment upon the award rendered by such arbitrator may be entered in any court of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices thereforcompetent jurisdiction.