Common use of Indemnification of Third Party Claims Clause in Contracts

Indemnification of Third Party Claims. The indemnification obligations and liabilities under this Article VII with respect to actions, proceedings, lawsuits, investigations, demands or other claims brought by third parties which may give rise to indemnification for Losses hereunder (a “Third Party Claim”) shall be subject to the following terms and conditions: (a) The Surviving Corporation will give the Escrow Representative and the Unaffiliated Directors written notice after receiving written notice of any Third Party Claim or discovering the liability, obligation or facts giving rise to such Third Party Claim (a “Notice of Claim”) which shall set forth, to the extent reasonably knowable (i) a brief description of the nature of the Third Party Claim, (ii) the total amount of actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), and (iii) whether such Loss may be covered (in whole or in part) under any insurance and the estimated amount of such Loss which may be covered under such insurance; provided, however, that the failure of the Surviving Corporation to give written notice to the Escrow Representative shall not affect the indemnification obligations hereunder. (b) The Unaffiliated Directors shall, in the name and on behalf of the Surviving Corporation, defend, contest or otherwise protect the Parent Indemnitees against the Third Party Claim and the Unaffiliated Directors, on behalf of the Surviving Corporation, shall be entitled to claim, for and on behalf of the Surviving Corporation, all or a portion of the Escrowed Indemnity Shares (including the First Target Indemnity Shares, the Second Target Indemnity Shares and the Third Target Indemnity Shares) as reimbursement for costs and expenses incurred in such defense.

Indemnification of Third Party Claims. The (1) In order for Purchaser or Seller, as the case may be, to be entitled to any indemnification obligations and liabilities provided for under this Article VII with Article, in respect to actionsof, proceedingsarising out of, lawsuitsor involving a claim made by any person, investigationsfirm, demands governmental authority, or corporation other claims brought than the Purchaser or Seller, or their respective successors, assigns, or affiliates, against the indemnified party, the indemnified party must notify the indemnifying party in writing of this third-party claim within 5 days after receipt by third parties which may give rise to indemnification for Losses hereunder (a “Third Party Claim”) shall be subject to the following terms and conditions: (a) The Surviving Corporation will give the Escrow Representative and the Unaffiliated Directors written notice after receiving indemnified party of written notice of any Third Party Claim or discovering the liability, obligation or facts giving rise to such Third Party Claim (a “Notice of Claim”) which shall set forth, to the extent reasonably knowable (i) a brief description of the nature of the Third Party Claim, (ii) the total amount of actual outthird-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), and (iii) whether such Loss may be covered (in whole or in part) under any insurance and the estimated amount of such Loss which may be covered under such insurance; provided, however, that the failure of the Surviving Corporation to give written notice to the Escrow Representative shall not affect the indemnification obligations hereunderparty claim. (b2) The Unaffiliated Directors shallIf a third-party claim as set forth in paragraph (C)(1) above is made against an indemnified party, the indemnifying party will be entitled to participate in the name and on behalf defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party. Should the indemnifying party elect to assume the defense of such a third-party claim, the Surviving Corporationindemnifying party will not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party elects to assume the defense of such a third-party claim, defendthe indemnified party will cooperate fully with the indemnifying party in connection with such defense. (3) If the indemnifying party assumes the defense of a third-party claim, contest then in no event will the indemnified party admit any liability with respect to, or otherwise protect settle, compromise, or discharge, any third-party claim without the Parent Indemnitees against the Third Party Claim indemnifying party's prior written consent, and the Unaffiliated Directorsindemnified party will agree to any settlement, on behalf compromise, or discharge of a third-party claim that the Surviving Corporationindemnifying party may recommend that releases the indemnified party completely in connection with the third-party claim. (4) In the event the indemnifying party shall assume the defense of any third-party claim, the indemnified party shall be entitled to participate in, but not control, the defense with its own counsel at its own expense. If the indemnifying party does not assume the defense of any such third-party claim, for the indemnified party may defend the claim in a manner as it may deem appropriate, including, but not limited to, settling the claim or litigation after giving notice of it to the indemnifying party on such terms as the indemnified party may deem appropriate, and on behalf the indemnifying party will reimburse the indemnified party promptly in accordance with the provisions of this Article. (5) Anything contained in this Agreement to the contrary notwithstanding, Seller shall not be entitled to assume the defense of, but shall be entitled to notice of and to participate in, any third-party claim against Purchaser if the third-party claim seeks an order, injunction, or other equitable relief against Purchaser that, if successful, might interfere with Purchaser's ownership or use of the Surviving CorporationAssets. (6) Notwithstanding any provision of this Agreement to the contrary, Seller shall have no liability to Purchaser and Purchaser shall have no liability to Seller under this Article unless the aggregate of all or a portion of claims against such party exceeds $1,000 and then only to the Escrowed Indemnity Shares (including the First Target Indemnity Shares, the Second Target Indemnity Shares and the Third Target Indemnity Shares) as reimbursement for costs and expenses incurred in extent that such defenseliability exceeds $1,000.

Indemnification of Third Party Claims. The indemnification obligations Each party shall defend, indemnify and liabilities under this Article VII hold the other party harmless from and against any and all liabilities, losses, damages, settlements, claims, actions, lawsuits, penalties, fines, costs or expenses, including reasonable attorney’s fees (hereinafter collectively referred to as “Claim” or “Claims”) arising out of any claim or action brought by a Third Party arising out of or resulting from the negligence, recklessness or intentional acts or omissions of the indemnifying party with respect to actionsthis Agreement. Alchemia shall defend, proceedingsindemnify and hold Novozymes harmless from and against any and all Claims arising out of any claim or action brought by a Third Party arising out of • any injuries to persons or damage to property due to any use of the HA-irinotecan Products; and • any infringement of any Third Party’s rights to patents, lawsuitstrademarks, investigations, demands design protection or other claims intellectual property rights related to the HA-irinotecan Products or any written instructions which Novozymes receives pursuant to this Agreement. Novozymes shall defend, indemnify and hold Alchemia harmless from and against any and all Claims arising out of any claim or action brought by third parties which may give rise to indemnification for Losses hereunder (a “Third Party Claim”arising out of • any injuries to persons or damage to property due to Novozymes’ breach of any of the warranties listed in clause 14.2 (1) shall be subject above. • any infringement of any Third Party’s rights to patents, trademarks, design protection or other intellectual property rights related to the following terms HyaCare or any written instructions which Alchemia receives pursuant to this Agreement. In the event that either party seeks indemnification under this clause, such party shall inform the other party of the claim as soon as reasonably practicable after it receives notice of the claim and, in any event, not later than twenty (20) days after it receives such notice, and conditions: shall (a) The Surviving Corporation will give permit the Escrow Representative indemnifying party to assume direction and the Unaffiliated Directors written notice after receiving written notice of any Third Party Claim or discovering the liability, obligation or facts giving rise to such Third Party Claim (a “Notice of Claim”) which shall set forth, to the extent reasonably knowable (i) a brief description control of the nature defence of the Third Party Claim, (ii) the total amount of actual out-of-pocket Loss or the anticipated potential Loss claim (including any costs or expenses which have been or the right to settle such claim at its discretion; provided, that no such settlement may be reasonably incurred in connection therewithentered into without the indemnified party’s consent if such settlement may adversely impact such party’s rights hereunder), and (iiib) whether such Loss may be covered cooperate as requested (at the expense of the indemnifying party) in whole or in part) under any insurance and the estimated amount defence of such Loss which may be covered under such insurance; provided, however, that the failure of the Surviving Corporation to give written notice to the Escrow Representative shall not affect the indemnification obligations hereunderclaim. (b) The Unaffiliated Directors shall, in the name and on behalf of the Surviving Corporation, defend, contest or otherwise protect the Parent Indemnitees against the Third Party Claim and the Unaffiliated Directors, on behalf of the Surviving Corporation, shall be entitled to claim, for and on behalf of the Surviving Corporation, all or a portion of the Escrowed Indemnity Shares (including the First Target Indemnity Shares, the Second Target Indemnity Shares and the Third Target Indemnity Shares) as reimbursement for costs and expenses incurred in such defense.

Indemnification of Third Party Claims. The indemnification obligations Servicer agrees to indemnify and liabilities under this Article VII with respect to actionshold harmless the Issuer, proceedingsthe Administrator, lawsuitsthe Collateral Agent, investigationsthe Indenture Trustee, demands or other claims brought by third parties which may give rise to indemnification for Losses hereunder the Owner Trustee, the Custodian, the Swap Counterparties, the Back-to-Back Swap Counterparties, the Secured Liquidity Note Dealers, the Initial Purchasers of the Subordinated Notes and the Initial Purchasers of the Term Notes and their respective officers, directors, employees and agents (a collectively, the “Third Party ClaimIndemnified Parties”) shall be subject to the following terms against any and conditions: (a) The Surviving Corporation will give the Escrow Representative all third party claims, losses, penalties, fines, forfeitures, reasonable legal fees and the Unaffiliated Directors written notice after receiving written notice of any Third Party Claim or discovering the liabilityrelated costs, obligation or facts giving rise to such Third Party Claim (a “Notice of Claim”) which shall set forth, to the extent reasonably knowable (i) a brief description of the nature of the Third Party Claim, (ii) the total amount of actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith)judgments, and (iii) whether such Loss may be covered (any other costs, fees and expenses that the Indemnified Parties sustain in whole or in part) under any insurance and the estimated amount of such Loss which may be covered under such insurance; provided, however, that way related to the failure of the Surviving Corporation Servicer to give written notice perform its duties and service the Mortgage Loans in strict compliance with the terms of this Mortgage Loan Purchase and Servicing Agreement or because of a breach of any representation, warranty or covenant made by the Servicer. The Servicer shall immediately notify the Indemnified Parties if a claim is made by a third party with respect to a matter as to which the Escrow Representative Servicer has agreed to indemnify and hold harmless such parties under this Section 9.1, and, so long as no potential conflict of interest exists between the Servicer and such Indemnified Party, the Servicer shall not affect assume the indemnification obligations hereunder. (b) The Unaffiliated Directors shalldefense of any such claim and pay all expenses in connection therewith, in the name including counsel fees, and on behalf of the Surviving Corporationpromptly pay, defend, contest discharge and satisfy any final judgment or otherwise protect the Parent Indemnitees decree which may be entered against the Third Party Claim Servicer or any Indemnified Parties in respect of such claim. The Servicer’s indemnification obligation pursuant to this Section 9.1 shall survive the termination of this Mortgage Loan Purchase and the Unaffiliated Directors, on behalf of the Surviving Corporation, shall be entitled to claim, for and on behalf of the Surviving Corporation, all or a portion of the Escrowed Indemnity Shares (including the First Target Indemnity Shares, the Second Target Indemnity Shares and the Third Target Indemnity Shares) as reimbursement for costs and expenses incurred in such defenseServicing Agreement.

Indemnification of Third Party Claims. The Any Person making a claim for indemnification obligations and liabilities under this Article VII with respect to actions, proceedings, lawsuits, investigations, demands Section 8.02 or other claims brought by third parties which may give rise to indemnification for Losses hereunder Section 8.03 (a “Third Party Claim”an "INDEMNIFIED PARTY") shall notify the party from whom indemnification is sought (the "INDEMNIFYING PARTY") (which notice, in the case of a claim by any Surviving Corporation Party under Section 8.02 shall be subject satisfied by notice to the following terms and conditions: (aStockholders' Representative) The Surviving Corporation will give of the Escrow Representative and the Unaffiliated Directors written notice claim in writing promptly after receiving written notice of any Third Party Claim action, lawsuit, proceeding, investigation or discovering the liability, obligation or facts giving rise to such Third Party Claim other claim against it (if by a “Notice of Claim”) which shall set forth, to the extent reasonably knowable (i) a brief description of the nature of the Third Party Claim, (ii) the total amount of actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewiththird party), describing the claim, the amount thereof (if known and (iiiquantifiable) whether such Loss may be covered (in whole or in part) under any insurance and the estimated amount of such Loss which may be covered under such insurancebasis thereof; providedPROVIDED, howeverHOWEVER, that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of the Surviving Corporation to give written notice its obligations hereunder except to the Escrow Representative extent that such failure shall not affect have caused Losses for which the indemnification obligations Indemnifying Party is obligated to be greater than such Losses would have been had the Indemnified Party given the Indemnifying Party prompt notice hereunder. (b) . The Unaffiliated Directors shall, in the name and on behalf of the Surviving Corporation, defend, contest or otherwise protect the Parent Indemnitees against the Third Indemnifying Party Claim and the Unaffiliated Directors, on behalf of the Surviving Corporation, shall be entitled to claimparticipate in the defense of such action, lawsuit, proceeding, investigation or other claim giving rise to the Indemnified Party's claim for indemnification at the Indemnifying Party's expense, and on behalf at its option shall be entitled to assume the defense thereof; PROVIDED, that prior to the Indemnifying Party assuming control of such defense it shall first verify to the Surviving Corporation, Indemnified Party in writing that the Indemnifying Party shall be fully responsible (subject to a reservation of any rights) for all or a portion of the Escrowed Indemnity Shares liabilities and obligations relating to such claim for indemnification (including the First Target Indemnity Shares, the Second Target Indemnity Shares and the Third Target Indemnity Sharessubject to all dollar limitations set forth herein) as reimbursement for costs and expenses incurred in such defense.with respect to

Indemnification of Third Party Claims. The indemnification obligations and liabilities under this Article VII Section 5.3 with respect to actionsActions brought against a Parent Indemnified Party or a Company Indemnified Party (each in such capacity, proceedings, lawsuits, investigations, demands or an “Indemnitee”) by a Person other claims brought by third parties which may give rise to indemnification for Losses hereunder than a Party hereto (a “Third Party Claim”) shall be subject to the following terms and conditions:conditions (for purposes of this Agreement, the “Indemnified Representative” means Parent, with respect to an indemnification claim by a Parent Indemnified Party, and the Member Representative, with respect to an indemnification claim by a Company Indemnified Party, and the “Indemnifying Representative” means the Member Representative, with respect to an indemnification claim by a Parent Indemnified Party, and Parent, with respect to an indemnification claim by a Company Indemnified Party): (ai) The Surviving Corporation Indemnified Representative will give the Escrow Indemnifying Representative and the Unaffiliated Directors written notice as soon as practical after receiving written notice of any Third Party Claim or discovering the liability, obligation becoming aware of any condition or facts giving event that gives rise to such Third Party Claim, specifying the nature and the amount (the “Claim (a “Notice Notice”). The failure of Claim”) which the Indemnified Representative to give timely notice shall set forth, not affect the Indemnified Representative’s rights to indemnification hereunder except to the extent that the Indemnifying Representative demonstrates that it was materially prejudiced by such failure. (ii) The Indemnifying Representative shall notify the Indemnified Representative within fifteen (15) days after receipt of the Claim Notice whether the Indemnifying Representative will undertake, conduct, and control, through counsel of its own choosing (subject to the consent of Indemnified Representative, such consent not to be unreasonably withheld, conditioned or delayed) and at its expense, the settlement or defense thereof, and Indemnified Representative shall cooperate with Indemnifying Representative in connection therewith, provided that if Indemnifying Representative undertakes such defense: (A) the Indemnifying Representative shall not thereby permit to exist any Encumbrance or other adverse charge upon any asset of Indemnified Representative or settle such action without first obtaining the consent of Indemnified Representative, except for settlements solely covering monetary matters for which Indemnifying Representative has acknowledged responsibility for payment; (B) the Indemnifying Representative shall permit the Indemnified Representative (at the Indemnified Representative’s sole cost and expense) to participate in such settlement or defense through counsel chosen by the Indemnified Representative; and (C) the Indemnifying Representative shall agree promptly to reimburse the Indemnified Representative for the full amount of any loss resulting from such claim and all related expenses incurred by the Indemnified Representative, except for those costs expressly assumed by the Indemnified Representative hereunder. The Indemnified Representative agrees to preserve and provide access to all evidence that may be useful in defending against such claim and to provide reasonable cooperation in the defense thereof or in the prosecution of any action against a third Person in connection therewith. The Indemnifying Representative’s defense of any claim or demand shall not constitute an admission or concession of liability therefor or otherwise operate in derogation of any rights Indemnifying Representative may have against Indemnified Representative or any third Person. So long as the Indemnifying Representative is reasonably knowable contesting any such claim in good faith, the Indemnified Representative shall not pay or settle any such claim. If the Indemnifying Representative does not notify the Indemnified Representative within fifteen (15) days after receipt of Indemnified Representative’s Claim Notice that it elects to undertake the defense thereof, the Indemnified Representative shall (upon further written notice), subject to the limitation set forth in Section 5.3(a), have the right to contest, settle or compromise the claim in the exercise of its exclusive discretion at the expense of the Indemnifying Representative (provided that the Indemnifying Representative shall not be required to pay the Indemnified Representative’s expenses for the defense, settlement or compromise of claims which are not covered by the Indemnifying Representative’s obligations pursuant to this Section 5.3). Unless the Indemnifying Representative has consented to a settlement of a Third Party Claim (not to be unreasonably withheld, conditioned or delayed), the amount of the settlement shall not be a binding determination of the amount of the Damages and such amount shall be determined in accordance with the provisions of this Agreement and the Escrow Agreement. Notwithstanding anything herein to the contrary, the Indemnifying Representative shall not be entitled to assume control of any defense described herein if (i) a brief description of the nature of the Third Party ClaimClaim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the total amount Third Party Claim seeks, as one of actual out-of-pocket Loss its principal claims, an injunction or the anticipated potential Loss (including any costs equitable relief against an Indemnitee; or expenses which have been or may be reasonably incurred in connection therewith), and (iii) whether there is a reasonable probability that a Third Party Claim may materially and adversely affect the Indemnitee other than as a result of money damages or other money payments. (iii) To the extent that any Damages that are subject to indemnification pursuant to this Section 5.3 are covered by insurance, the Indemnitees shall use commercially reasonable efforts to obtain the maximum recovery under such Loss may be covered (insurance. If an Indemnitee has received the payment required by this Agreement from the Indemnifying Representative in whole respect of any Damages and later receives proceeds from insurance or other amounts in part) under any insurance respect of such Damages, then it shall hold such proceeds or other amounts in trust for the benefit of the Indemnifying Representative and shall pay to the estimated Indemnifying Representative, as promptly as practicable after receipt, a sum equal to the amount of such Loss which may be covered under proceeds or other amount received, up to the aggregate amount of any payments received from the Indemnifying Representative pursuant to this Agreement in respect of such insurance; providedDamages. Notwithstanding any other provisions of this Agreement, however, that it is the failure intention of the Surviving Corporation Parties that no insurer or any other third Person shall be (i) entitled to give written notice to the Escrow Representative shall a benefit it would not affect the indemnification obligations hereunder. (b) The Unaffiliated Directors shall, in the name and on behalf of the Surviving Corporation, defend, contest or otherwise protect the Parent Indemnitees against the Third Party Claim and the Unaffiliated Directors, on behalf of the Surviving Corporation, shall be entitled to claim, for and on behalf receive in the absence of the Surviving Corporationforegoing indemnification provisions, all or a portion (ii) relieved of the Escrowed Indemnity Shares (including responsibility to pay any claims for which it is obligated. To the First Target Indemnity Shares, the Second Target Indemnity Shares and the Third Target Indemnity Shares) as reimbursement for costs and expenses incurred in such defense.extent that any Damages that are subject to indemnification pursuant to this

Indemnification of Third Party Claims. The Promptly after receipt by any person entitled to indemnification obligations and liabilities under this Article VII with respect to actions, proceedings, lawsuits, investigations, demands or other claims brought VIII (an "INDEMNIFIED PARTY") of notice of the commencement of any action by a third parties which may give rise to indemnification for Losses hereunder party (a “Third "THIRD PARTY CLAIM") in respect of which the Indemnified Party Claim”will seek indemnification under this Article VIII, the Indemnified Party shall notify each person that is obligated to provide such indemnification (an "INDEMNIFYING PARTY") thereof in writing, but any failure to so notify the Indemnifying Party shall be subject not relieve it from any obligation or liability that it may have to the following terms and conditions: (a) The Surviving Corporation will give the Escrow Representative and the Unaffiliated Directors written notice after receiving written notice of any Third Indemnified Party Claim or discovering the liability, obligation or facts giving rise to such Third Party Claim (a “Notice of Claim”) which shall set forth, other than to the extent the Indemnifying Party is actually prejudiced thereby. The Indemnifying Party shall be entitled to participate in the defense of such action and, provided that within fifteen (15) days after receipt of such written notice the Indemnifying Party confirms in writing its responsibility therefor and reasonably knowable demonstrates that it will be able to pay the full amount of potential liability in connection with any such claim, to assume control of such defense with counsel reasonably satisfactory to such Indemnified Party; provided, however, that: ----------------------- (i) a brief description of the nature of Indemnified Party shall be entitled to participate in the Third Party Claim, (ii) the total amount of actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), and (iii) whether such Loss may be covered (in whole or in part) under any insurance and the estimated amount defense of such Loss which may be covered under claim and to employ counsel at its own expense to assist in the handling of such insuranceclaim; provided, however, that the failure employment of such ----------------------- counsel shall be at the expense of the Surviving Corporation to give written notice Indemnifying Party only if the Indemnified Party determines in good faith that such participation is appropriate in light of defenses not available to the Escrow Representative Indemnifying Party, conflicts of interest or other similar circumstances; (ii) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into any settlement of such claim or ceasing to defend against such claim (with such approval not to be unreasonably withheld); (iii) the Indemnifying Party shall not affect consent to the indemnification obligations hereunder.entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such claim; and (biv) The Unaffiliated Directors shall, in the name and on behalf of the Surviving Corporation, defend, contest or otherwise protect the Parent Indemnitees against the Third Indemnifying Party Claim and the Unaffiliated Directors, on behalf of the Surviving Corporation, shall not be entitled to control (but shall be entitled to claimparticipate at its own expense in the defense of), for and on behalf the Indemnified Party shall be entitled to have sole control over, the defense or settlement of (A) any claim to the extent the claim seeks an order, injunction, non-monetary or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Surviving Corporation, all Indemnified Party or a portion (B) any claim relating to Taxes. If the Indemnifying Party does not assume control of the Escrowed Indemnity Shares (including the First Target Indemnity Sharesdefense of such claim as provided in this Section 8.3, the Second Target Indemnity Shares Indemnified Party shall defend such claim in such manner as it may deem appropriate at the cost and expense of the Indemnifying Party, and the Third Target Indemnity Shares) as Indemnifying Party will promptly reimburse the Indemnified Party therefor in accordance with this Section 8.3. The reimbursement for of fees, costs and expenses incurred required by this Section 8.3 shall be made by periodic payments during the course of the investigations or defense, as and when bills are received or expenses incurred. Nothing contain in such defensethis Section 8.3 shall be read to limit indemnification under this Article VIII to only Third Party Claims; the parties hereto acknowledge and agree that indemnification rights under this Article VIII exist with respect to losses that arise independent of any Third Party Claims.

Indemnification of Third Party Claims. The (a) In order for any indemnified party (“Indemnified Party”) specified in Sections 7.1 and 7.2 to be entitled to any indemnification obligations provided for under Sections 7.1 and liabilities under this Article VII with 7.2 in respect to actionsof, proceedings, lawsuits, investigations, demands arising out of or other claims brought involving a claim or demand made by third parties which may give rise to indemnification for Losses hereunder any person against the Indemnified Party (a “Third Third-Party Claim”), such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) shall be subject to in writing, and in reasonable detail, of the following terms and conditions: (a) The Surviving Corporation will give the Escrow Representative and the Unaffiliated Directors written notice Third-Party Claim promptly after receiving receipt by such Indemnified Party of written notice of any Third the Third-Party Claim or discovering Claim; provided, however, that failure to give such notification shall not affect the liability, obligation or facts giving rise to such Third Party Claim (a “Notice of Claim”) which shall set forth, indemnification provided hereunder except to the extent reasonably knowable the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (i5) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a brief description result of such failure. (b) If a Third-Party Claim is made against an Indemnified Party, the nature Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges its obligation to indemnify the Indemnified Party therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such counsel is not objected to by the Indemnified Party in its reasonable discretion. Should the Indemnifying Party so elect to assume the defense of the Third a Third-Party Claim, (ii) the total amount of actual out-of-pocket Loss or Indemnifying Party shall not be liable to the anticipated potential Loss (including any costs or Indemnified Party for legal expenses which have been or may be reasonably subsequently incurred by the Indemnified Party in connection therewithwith the defense thereof (except in the case of a conflict of interest, as described below). 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, it being understood that the Indemnifying Party shall control such defense (except that if, a bona fide conflict of interest exists between the Indemnifying Party and the Indemnified Party, the Indemnified Party may employ its own counsel, separate from the counsel employed by the Indemnifying Party, and may control its defense to the extent deemed necessary by the Indemnified Party). The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party is not assuming the defense thereof or during a conflict of interest (iiias described above). (c) whether such Loss may be covered (If the Indemnifying Party so elects to assume the defense of any Third-Party Claim, all of the Indemnified Parties shall cooperate with the Indemnifying Party in whole the defense or prosecution thereof. In any event, the Indemnified Party and its counsel shall cooperate with the Indemnifying Party and its counsel and shall not assert any position in part) under any insurance proceeding inconsistent with that asserted by the Indemnifying Party, except to the extent that a bona fide conflict of interest exists between the Indemnifying Party and the estimated amount of such Loss which may be covered under such insuranceIndemnified Party; provided, however, that the failure of the Surviving Corporation to give written notice to the Escrow Representative foregoing shall not affect prevent the indemnification obligations hereunder. (b) The Unaffiliated Directors shall, in Indemnified Party from taking the name and on behalf of the Surviving Corporation, defend, contest or otherwise protect the Parent Indemnitees against the Third Party Claim and the Unaffiliated Directors, on behalf of the Surviving Corporation, shall be position that it is entitled to claim, for and on behalf of the Surviving Corporation, all or a portion of the Escrowed Indemnity Shares (including the First Target Indemnity Shares, the Second Target Indemnity Shares and the Third Target Indemnity Shares) as reimbursement for indemnification hereunder. All out-of-pocket costs and expenses incurred in connection with an Indemnified Party’s cooperation shall be borne by the Indemnifying Party. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying 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 Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld). If the Indemnifying Party shall have assumed the defense of a Third-Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third-Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third-Party Claim, which releases the Indemnifying Party completely in connection with such Third-Party Claim and which would not otherwise adversely affect the Indemnified Party or require any relief other than monetary damages. (d) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third-Party Claim) if the Third-Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party. The indemnification required by Section 7.1 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 Loss is incurred. (e) The indemnification provisions of this Article VII (i) except as otherwise set forth in this Agreement shall apply without regard to, and shall not be subject to, any limitation by reason of set-off, limitation or otherwise and (ii) are intended to be comprehensive and not to be limited by any requirements of law concerning prominence of language or waiver of any legal right under any law (including, without limitation, rights under any workers compensation statute or similar statute conferring immunity from suit). The obligations of the parties set forth in this Article VII shall be conditioned upon the Closing having occurred. (f) Any request for indemnification shall include invoices and supporting documents containing reasonably detailed information about the Losses for which indemnification is being sought.

Indemnification of Third Party Claims. The indemnification obligations following provisions shall be applicable to any and liabilities under this Article VII with respect to actions, proceedings, lawsuits, investigations, demands or other claims brought all Claims made by third parties which may give rise to indemnification for Losses hereunder a Third Party (a “”Third Party Claim”) against a Person that is entitled to indemnification pursuant to this Agreement (the ”Indemnified Party”), and the Party obligated to provide such indemnification shall be subject to the following terms and conditions:”Indemnifying Party”. (a) The Surviving Corporation will give the Escrow Representative and the Unaffiliated Directors written notice after receiving written notice of any Upon a Third Party Claim being made or discovering commenced against the liabilityIndemnified Party, obligation or facts giving rise the Indemnified Party shall promptly provide written notice thereof to such the Indemnifying Party. The notice shall describe the Third Party Claim (a “Notice in reasonable detail and indicate the estimated amount, if practicable, of Claim”) which the indemnified Losses and Liabilities that have been or may be sustained by the Indemnified Party in respect thereof. If the Indemnified Party does not give prompt notice to the Indemnifying Party as aforesaid, any such failure shall set forth, only lessen or limit the Indemnified Party’s rights to indemnity hereunder to the extent reasonably knowable that the settlement or defence of the Third Party Claim was prejudiced by the lack of prompt notice. (b) If the Indemnifying Party acknowledges to the Indemnified Party in writing that the Indemnifying Party is responsible to indemnify the Indemnified Party in respect of the Third Party Claim pursuant hereto, the Indemnifying Party shall have the right, on written notice to the Indemnified Party given not later than fourteen (14) days after receipt of the notice described in Section 5.4(a), to do either or both of the following: (i) a brief description assume carriage of the nature defence of the Third Party Claim using legal counsel of its choice and at its sole cost; and (ii) settle the Third Party Claim provided that the Indemnifying Party pays the full monetary amount of the settlement and the settlement does not impose any unreasonable restrictions or obligations on the Indemnified Party, except as have been consented to in writing by the Indemnified Party, which consent shall not be unreasonably withheld, conditioned, or delayed. (c) If the Indemnifying Party has: (i) failed to notify the Indemnified Party of its intention to assume carriage of the defence of the Third Party Claim within the period of time described in Section 5.4(b); (ii) notified the Indemnified Party that it will not assume the defence of the Third Party Claim; or (iii) notified the Indemnified Party of its intention to assume carriage of the defence of the Third Party Claim and failed to defend the Third Party Claim with reasonable diligence; the Indemnified Party may, without derogating from its entitlement to the indemnity hereunder, assume the defence of the Third Party Claim, in such manner as the Indemnified Party may deem appropriate, and: (iiA) may settle the Third Party Claim, in its discretion acting reasonably; (B) the total amount of actual out-of-pocket Loss Indemnifying Party shall be bound by any determination made in the Third Party Claim or any settlement thereof effected by the anticipated potential Loss Indemnified Party; and (C) the reasonable costs incurred by the Indemnified Party in defending the Third Party Claim (including any costs or expenses legal fees on a solicitor and client basis) will be included in the Losses and Liabilities for which have been or may be reasonably incurred in connection therewith), and (iii) whether such Loss may be covered (in whole or in part) under any insurance and the estimated amount of such Loss which may be covered under such insurance; provided, however, that Indemnifying Party is obligated to indemnify the failure of the Surviving Corporation to give written notice to the Escrow Representative shall not affect the indemnification obligations hereunderIndemnified Party. (bd) The Unaffiliated Directors shall, in Each Party shall keep the name and on behalf other reasonably informed with respect to the defence of the Surviving Corporation, defend, contest or otherwise protect the Parent Indemnitees against the Third Party Claim and shall cooperate with the Unaffiliated Directors, on behalf other in the defence of the Surviving CorporationThird Party Claim, including making available to the other Party, its directors, officers, employees and consultants whose assistance, testimony or presence is of material assistance in evaluating and/or defending the Third Party Claim. The Party not assuming carriage of the defence of the Third Party Claim shall be entitled to participate in the defence of such claim, for with its own counsel and on behalf at its own expense but shall not do anything that interferes with or causes harm to the conduct of the Surviving Corporation, all or a portion defence of the Escrowed Indemnity Shares Third Party Claim. (e) Subject to Section 5.4(c)(A), the Indemnified Party shall not enter into any settlement, consent order or other compromise with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless the Indemnified Party waives its rights to indemnification in respect of the Third Party Claim. (f) Upon payment of the amount due under the settlement, consent order, judgment, or other compromise required to conclude the Third Party Claim, as applicable, the Indemnifying Party shall be subrogated to all claims the Indemnified Party may have relating thereto. The Indemnified Party shall give such further assurances and cooperate with the Indemnifying Party to permit the Indemnifying Party to pursue any and all such subrogated claims as reasonably requested by it. (g) If the Indemnifying Party has paid the full amount required to be paid by it in respect of a Third Party Claim pursuant to its indemnification obligations herein and the Indemnified Party is subsequently reimbursed from any other source in respect of the Third Party Claim, the Indemnified Party shall promptly pay the amount of the reimbursement (including interest actually received) to the First Target Indemnity SharesIndemnifying Party, net of Taxes required to be paid by the Second Target Indemnity Shares Indemnified Party as a result of any such payment and plus any Taxes saved or recovered by the Third Target Indemnity Shares) Indemnified Party as reimbursement for costs and expenses incurred in a result of any such defensepayment.

Indemnification of Third Party Claims. The A party or parties entitled to indemnification obligations and liabilities under this Article VII hereunder with respect to actions, proceedings, lawsuits, investigations, demands or other claims brought by a third parties which may give rise to indemnification for Losses hereunder party claim (a the “Third Party ClaimIndemnified Party”) shall be subject to the following terms and conditions: (a) The Surviving Corporation will give the Escrow Representative and party or parties required to provide such indemnification (the Unaffiliated Directors written notice after receiving “Indemnifier”) prompt written notice of any Third Party Claim legal proceeding, claim or discovering the liabilitydemand instituted by any third party (in each case, obligation or facts giving rise to such Third Party Claim (a “Notice of Claim”) in respect of which the Indemnified Party is entitled to indemnification hereunder. If the Indemnifier provides written notice to the Indemnified Party stating that the Indemnifier is responsible for the entire Claim within 10 days after the Indemnifier’s receipt of written notice from the Indemnified Party of such Claim, the Indemnifier shall set forthhave the right, at the Indemnifier’s expense, to defend against, negotiate, settle or otherwise deal with such Claim and to have the extent Indemnified Party represented by counsel, reasonably knowable satisfactory to the Indemnified Party, selected by the Indemnifier; provided, that (i) a brief description the Indemnified Party may participate in any proceeding with counsel of the nature of the Third Party Claimits choice and at its expense, (ii) the total amount Purchaser, at any time when it believes in good faith that any Claim is having or could reasonably be expected to have a material adverse effect on the Business or assets, affairs, condition (financial or otherwise) or prospects of actual out-of-pocket Loss the Purchaser or any of its subsidiaries, may assume the anticipated potential Loss defense and otherwise deal with such Claim in good faith, with counsel of its choice, and be fully indemnified therefor, (including iii) the Purchaser, at any costs time when it believes that a claim for indemnification relates to or expenses which have been or may be reasonably incurred arises in connection therewith)with any criminal proceeding, indictment or investigation, may assume the defense and otherwise deal with such Claim in good faith with counsel of its choice, and be fully indemnified therefor, (iv) the Indemnifier may not assume the defense of any Claim if an actual conflict of interest exists between the Indemnifier and the Indemnified Party that precludes effective joint representation, and (iiiv) whether the Indemnified Party may take over the defense and prosecution of a Claim from the Indemnifier if the Indemnifier has failed or is failing to vigorously prosecute or defend such Loss may be covered (in whole or in part) under any insurance Claim; and the estimated amount of such Loss which may be covered under such insurance; provided, howeverprovided further, that the failure Indemnifier may not enter into a settlement of any Claim without the written consent of the Surviving Corporation to give written notice to Indemnified Party unless such settlement provides the Escrow Representative shall not affect the indemnification obligations hereunder. (b) The Unaffiliated Directors shall, in the name and on behalf of the Surviving Corporation, defend, contest or otherwise protect the Parent Indemnitees against the Third Indemnified Party with a full release from such Claim and requires no more than a monetary payment for which the Unaffiliated Directors, on behalf Indemnified Party is fully indemnified. The parties will cooperate fully with each other in connection with the defense of the Surviving Corporation, shall be entitled to claim, for and on behalf of the Surviving Corporation, all or a portion of the Escrowed Indemnity Shares (including the First Target Indemnity Shares, the Second Target Indemnity Shares and the Third Target Indemnity Shares) as reimbursement for costs and expenses incurred in such defenseany Claim.

Indemnification of Third Party Claims. The indemnification obligations and liabilities under this Article VII with respect following provisions shall apply to actions, proceedings, lawsuits, investigations, demands or other claims brought by third parties which may give rise any Claim subject to indemnification for Losses hereunder which is (i) a “Third Party Claim”suit, action, arbitration, proceeding, or investigation filed or instituted by any third party, or (ii) shall be subject to the following terms and conditionsany other form of proceeding investigation, inquiry or assessment instituted by any Government Entity: (a) Notice and Defense. The Surviving Corporation party or parties to be indemnified (whether one or more, the “Indemnified Party”) will give the Escrow Representative and party from whom indemnification is sought (the Unaffiliated Directors written notice after receiving “Indemnifying Party”) written notice of any Third Party Claim such Claim. Failure to give such notice shall not affect the Indemnifying Party’s duty or discovering the liabilityobligations under this Section 10, obligation or facts giving rise to such Third Party Claim (a “Notice of Claim”) which shall set forth, except to the extent reasonably knowable (i) a brief description the Indemnifying Party is prejudiced thereby. The Indemnifying Party will undertake the defense thereof by legal counsel chosen by the Indemnifying Party, with the consent of the nature Indemnified Party which consent shall not be unreasonably withheld. Failure of the Third Indemnified Party to provide its consent or reasons to withhold consent as required in the preceding sentence within 10 calendar days after receipt of notice by the Indemnifying Party of its choice of legal counsel shall be deemed as the consent of the Indemnified Party. The assumption of defense shall not constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to such Claim, (ii) the total amount of actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith). So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and (iii) whether such Loss may be covered (shall in whole or in part) under any insurance and the estimated amount of such Loss which may be covered under such insurance; provided, however, that the failure of the Surviving Corporation to other respects give written notice to the Escrow Representative shall not affect the indemnification obligations hereunder. (b) The Unaffiliated Directors shall, in the name and on behalf of the Surviving Corporation, defend, contest or otherwise protect the Parent Indemnitees against the Third Party Claim and the Unaffiliated Directors, on behalf of the Surviving Corporation, shall be entitled to claim, for and on behalf of the Surviving Corporation, all or a portion of the Escrowed Indemnity Shares (including the First Target Indemnity Shares, the Second Target Indemnity Shares and the Third Target Indemnity Shares) as reimbursement for costs and expenses incurred reasonable cooperation in such defense.

Indemnification of Third Party Claims. The indemnification obligations and liabilities under this Article VII with respect to actions, proceedings, lawsuits, investigations, demands or other claims brought by third parties which may give rise to indemnification for Losses hereunder (a “Third Party Claim”) shall be subject to the following terms and conditions: (a) The Surviving Corporation will give Servicer agrees to indemnify and hold the Escrow Representative Issuer, the Indenture Trustee, the Backup Servicer and the Unaffiliated Directors written notice after receiving written notice of Bondholders harmless against any Third Party Claim or discovering the liabilityand all claims, obligation or facts giving rise to such Third Party Claim losses, penalties, fines, forfeitures, judgments, and other costs, fees and expenses (a including reasonable and documented legal fees and expenses) (collectively, “Notice of ClaimLosses”) which shall set forth, to the extent reasonably knowable (i) a brief description that any of them may sustain because of the nature failure by the Servicer to service the Trust Estate in compliance with the terms of the Third Party Claim, (ii) the total amount of actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), and (iii) whether such Loss may be covered (in whole or in part) under any insurance and the estimated amount of such Loss which may be covered under such insuranceSection 6.02; provided, however, that the Servicer shall have no liability to indemnify any such indemnified party under this Indenture to the extent that any such Losses, (i) were caused by the gross negligence, willful misconduct or bad faith of such indemnified party, (ii) arose from, or related to, losses with respect to the Land Lease Assets resulting from defaults by Lessees (but only to the extent such losses did not occur as a result of a failure by the Servicer to perform its duties in accordance with the terms of this Indenture) or (iii) constitute special, indirect, exemplary, or consequential damages alleged to be incurred by such indemnified party. Each of the Issuer, the Indenture Trustee and each Bondholder shall notify the Servicer promptly (and in all cases within ten Business Days) if a claim is made against it by a third party with respect to any Land Lease Asset or this Indenture, and the Servicer may, if such claim alleges a failure of the Surviving Corporation Servicer to give written notice perform its duties in compliance with this Indenture, assume, with the consent of the Issuer, the Indenture Trustee or such Bondholder, as applicable, the defense of such claim and pay all expenses in connection therewith, including counsel fees and expenses, and shall to the Escrow Representative extent obligated under this Section 6.06, promptly pay, discharge and satisfy any judgment or decree which may be entered against it, the Issuer, the Indenture Trustee or such Bondholder in respect of such claim. If it is determined that the Servicer is liable for indemnification under this Section 6.06, satisfaction of such expenses, judgments or decrees shall not affect be at the indemnification obligations hereundersole expense of the Servicer to the extent of such liability. (b) The Unaffiliated Directors shallHA Capital, in its capacity as Servicer, agrees to indemnify and hold the name Issuer harmless against any Losses the Issuer may sustain resulting from the failure of the Depositor to comply with its obligation to repurchase Membership Interests pursuant to the Sale Agreement. HA Capital agrees that the Indenture Trustee is a third party beneficiary of this Section 6.06(b) and is entitled to enforce the provisions of this Section 6.06(b) on behalf of the Surviving CorporationBondholders against HA Capital. For the avoidance of doubt, defend, contest or otherwise protect the Parent Indemnitees against the Third Party Claim and the Unaffiliated Directors, on behalf of the Surviving Corporation, any such payment shall not be entitled to claim, for and on behalf of the Surviving Corporation, all or deemed a portion of the Escrowed Indemnity Shares (including the First Target Indemnity Shares, the Second Target Indemnity Shares and the Third Target Indemnity Shares) as reimbursement for costs and expenses incurred in such defenseServicer Advance.

Indemnification of Third Party Claims. The indemnification obligations and liabilities under this Article VII with respect following provisions shall apply to actions, proceedings, lawsuits, investigations, demands or other claims brought by third parties which may give rise any Claim subject to indemnification for Losses hereunder pursuant to Sections 10.1 and 10.2 that is (i) a “Third Party Claim”suit, action or arbitration proceeding filed or instituted by any third party, or (ii) shall be subject to the following terms and conditionsany other form of proceeding or assessment instituted by any Government Entities: (a) NOTICE AND DEFENSE. The Surviving Corporation party to be indemnified (the "Indemnified Party") will give the Escrow Representative and party from whom indemnification is sought (the Unaffiliated Directors written notice after receiving "Indemnifying Party") prompt written notice of any Third such Claim, and the Indemnifying Party Claim or discovering will undertake the liability, defense thereof by representatives chosen by it. The assumption of defense shall constitute an admission by the Indemnifying Party of its indemnification obligation or facts giving rise hereunder with respect to such Third Party Claim (a “Notice of Claim”) which shall set forth, to the extent reasonably knowable (i) a brief description of the nature of the Third Party Claim, (ii) the total amount of actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably and its undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith), and (iii) whether such Loss may be covered (in whole or in part) under any insurance and the estimated amount of such Loss which may be covered under such insurance; provided, however, that the failure of the Surviving Corporation . Failure to give written such notice to the Escrow Representative shall not affect the indemnification Indemnifying Party's duty or obligations hereunder. (b) under this Article 10, except to the extent the Indemnifying Party is materially prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Unaffiliated Directors shall, Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the name and on behalf possession or under the control of the Surviving CorporationIndemnified Party, defend, contest or otherwise protect for the Parent Indemnitees against the Third Party Claim and the Unaffiliated Directors, on behalf use of the Surviving CorporationIndemnifying Party and its representatives in defending any such Claim, and shall be entitled to claim, for and on behalf of the Surviving Corporation, in all or a portion of the Escrowed Indemnity Shares (including the First Target Indemnity Shares, the Second Target Indemnity Shares and the Third Target Indemnity Shares) as reimbursement for costs and expenses incurred other respects give reasonable cooperation in such defense.

Indemnification of Third Party Claims. The indemnification obligations and liabilities of any party to indemnify any other under this Article VII IX with respect to actions, proceedings, lawsuits, investigations, demands or other claims brought by Claims relating to third parties which may give rise to indemnification for Losses hereunder (a “Third Party Claim”) shall be subject to the following terms and conditions: (a) The Surviving Corporation Indemnified Party will give the Escrow Representative Indemnifying Party written notice of any such Claim, and the Unaffiliated Directors written Indemnifying Party will undertake the defense thereof by representatives chosen by it. Failure to give such notice shall not affect the Indemnifying Party’s duty or obligations under this Article IX, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense. (b) If the Indemnifying Party, within thirty (30) days after receiving written notice stating that a third party has brought any such Claim, fails to give written notice to the Indemnified Party of any Third its election to defend or fails to defend such Claim actively and in good faith thereafter, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim or discovering consent to the liability, obligation or facts giving rise entry of a judgment with respect to such Third Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party Claim shall thereafter have no right to challenge the Indemnified Party’s defense, compromise, settlement or consent to judgment therein. (a “Notice of Claim”c) which shall set forth, Notwithstanding anything herein to the extent reasonably knowable contrary, if there is a reasonable probability that a Claim (i) may materially and adversely affect the Indemnified Party other than as a brief description result of the nature of the Third Party Claimmoney damages or other money payments, (ii) the total amount will seek an injunction or equitable relief that would be binding on Buyer or any of actual out-of-pocket Loss its Affiliates after Closing, or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), and (iii) whether will result in the Indemnifying Party being joined in or consolidated with a claim to which the Indemnifying Party is a party and joint representation by the same counsel would be inappropriate under applicable professional ethical standards because of a conflict of interest, the Indemnified Party shall have the right to defend, compromise or settle such Loss may be covered (in whole or in part) under any insurance and the estimated amount of such Loss which may be covered under such insuranceClaim; provided, however, that the failure Indemnified Party shall not settle such Claim without the consent of the Surviving Corporation to give Indemnifying Party, which consent shall not be unreasonably withheld. Furthermore, the Indemnifying Party shall not, without the written notice consent of the Indemnified Party, settle or compromise any Claim or consent to the Escrow Representative shall not affect entry of any judgment which grants injunctive or equitable relief to the indemnification obligations hereunder. (b) The Unaffiliated Directors shallclaimant or the plaintiff that would be binding on Buyer or any of its Affiliates after Closing and, in the name and on behalf irrespective of the Surviving Corporationrelief sought, defend, contest or otherwise protect the Parent Indemnitees against the Third Party Claim and the Unaffiliated Directors, on behalf does not include as an unconditional term of the Surviving Corporation, shall be entitled settlement the giving by the claimant or the plaintiff to claim, for and on behalf the Indemnified Party of the Surviving Corporation, a release from all or a portion Liability in respect of the Escrowed Indemnity Shares (including the First Target Indemnity Shares, the Second Target Indemnity Shares and the Third Target Indemnity Shares) as reimbursement for costs and expenses incurred in such defenseClaim.

Indemnification of Third Party Claims. (a) The indemnification obligations and liabilities Liabilities of an Indemnifying Party under this Article VII III with respect to actions, proceedings, lawsuits, investigations, demands or other Losses arising from claims brought by of any third parties party which may give rise are subject to the indemnification provided for Losses hereunder in this Article III (a “"Third Party Claim”Claims") shall be subject to governed by and contingent upon the following additional terms and conditions: (a1) The Surviving Corporation will give the Escrow Representative and the Unaffiliated Directors written notice after receiving written If an Indemnified Party shall receive notice of any Third Party Claim or discovering Claim, the liability, obligation or facts giving rise to Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim (a “Notice of Claim”) which shall set forth, to the extent reasonably knowable (i) a brief description within 30 days of the nature of receipt by the Third Indemnified Party Claim, (ii) the total amount of actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), and (iii) whether such Loss may be covered (in whole or in part) under any insurance and the estimated amount of such Loss which may be covered under such insurancenotice; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of the Surviving Corporation to give written notice its obligations under this Article III, except to the Escrow Representative extent the Indemnifying Party is materially prejudiced by such failure, and shall not affect relieve the indemnification obligations hereunderIndemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article III. (b2) The Unaffiliated Directors shall, If the Indemnifying Party acknowledges in writing its obligation to indemnify the name and on behalf of the Surviving Corporation, defend, contest or otherwise protect the Parent Indemnitees Indemnified Party hereunder against the any Losses that may result from such Third Party Claim and Claim, then the Unaffiliated Directors, on behalf of the Surviving Corporation, Indemnifying Party shall be entitled to claimassume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate for the same counsel to represent both the Indemnified Party and on behalf the Indemnifying Party, then the Indemnified Party shall be entitled, upon obtaining the prior written approval of the Surviving CorporationIndemnifying Party, all or a portion of the Escrowed Indemnity Shares (including the First Target Indemnity Sharesto retain its own counsel, the Second Target Indemnity Shares and the Third Target Indemnity Shares) as reimbursement in each jurisdiction for costs and expenses incurred in such defense.which

Indemnification of Third Party Claims. The indemnification obligations and liabilities under this Article VII Section 5.3 with respect to actionsActions brought against a Parent Indemnified Party or a Company Indemnified Party (each in such capacity, proceedings, lawsuits, investigations, demands or an “Indemnitee”) by a Person other claims brought by third parties which may give rise to indemnification for Losses hereunder than a Party hereto (a “Third Party Claim”) shall be subject to the following terms and conditions:conditions (for purposes of this Agreement, the “Indemnified Representative” means Parent, with respect to an indemnification claim by a Parent Indemnified Party, and the applicable Member Representative (or with respect to the Company, both Member Representatives), with respect to an indemnification claim by a Company Indemnified Party, and the “Indemnifying Representative” means the applicable Member Representative (or with respect to the Company, both Member Representatives), with respect to an indemnification claim by a Parent Indemnified Party, and Parent, with respect to an indemnification claim by a Company Indemnified Party): (ai) The Surviving Corporation Indemnified Representative will give the Escrow Indemnifying Representative and the Unaffiliated Directors written notice within thirty (30) days after receiving written notice of any Third Party Claim, specifying the nature and the amount (the “Claim Notice”). The failure of the Indemnified Representative to give timely notice shall not affect the Indemnified Representative’s rights to indemnification hereunder except to the extent that the Indemnifying Representative demonstrates that it was materially prejudiced by such failure. (ii) The Indemnifying Representative shall notify the Indemnified Representative within fifteen (15) days after receipt of the Claim Notice whether the Indemnifying Representative will undertake, conduct, and control, through counsel of its own choosing (subject to the consent of the Indemnified Representative, such consent not to be unreasonably withheld, conditioned or discovering delayed) and at its expense, the liabilitysettlement or defense thereof, obligation and Indemnified Representative shall cooperate with Indemnifying Representative in connection therewith, provided that if Indemnifying Representative undertakes such defense: (A) the Indemnifying Representative shall use commercially reasonable efforts to prevent and/ or facts giving rise remove any Encumbrances or other adverse charge upon any asset of the indemnified party and shall not thereby settle such action without first obtaining the consent of Indemnified Representative (which consent cannot be unreasonably withheld, conditioned or delayed), except for settlements solely covering monetary matters for which Indemnifying Representative has acknowledged responsibility for payment; (B) the Indemnifying Representative shall permit the Indemnified Representative (at the Indemnified Representative’s sole cost and expense) to participate in such settlement or defense through counsel chosen by the Indemnified Representative; and (C) the Indemnifying Representative shall agree promptly to reimburse the Indemnified Representative for the full amount of any loss resulting from such claim and all related expenses incurred by the Indemnified Representative, except for those costs expressly assumed by the Indemnified Representative hereunder. The Indemnified Representative agrees to preserve and provide access to all evidence that may be useful in defending against such claim and to provide reasonable cooperation in the defense thereof or in the prosecution of any action against a third Person in connection therewith. The Indemnifying Representative’s defense of any claim or demand shall not constitute an admission or concession of liability therefor or otherwise operate in derogation of any rights Indemnifying Representative may have against Indemnified Representative or any third Person. So long as the Indemnifying Representative is reasonably contesting any such claim in good faith, the Indemnified Representative shall not pay or settle any such claim. If the Indemnifying Representative does not notify the Indemnified Representative within fifteen (15) days after receipt of Indemnified Representative’s Claim Notice that it elects to undertake the defense thereof, the Indemnified Representative shall (upon further written notice), subject to the limitation set forth in Section 5.3(a), shall have the right to contest, settle or compromise the claim at the expense of the Indemnifying Representative (provided that the Indemnifying Representative shall not be required to pay the Indemnified Representative’s expenses for the defense, settlement or compromise of claims which are not covered by the Indemnifying Representative’s obligations pursuant to this Section 5.3) and shall not settle or compromise such claim without first obtaining the consent of the Indemnified Representative (which cannot be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, in the event the indemnifying party does not undertake the defense of the claim, the indemnified party shall use commercially reasonable efforts to contest, settle or compromise such claim in a commercially reasonable manner. Unless the Indemnifying Representative has consented to a settlement of a Third Party Claim (not to be unreasonably withheld, conditioned or delayed), the amount of the settlement shall not be a “Notice binding determination of Claim”) which the amount of the Damages and such amount shall set forth, be determined in accordance with the provisions of this Agreement and the Escrow Agreement. Notwithstanding anything herein to the extent reasonably knowable contrary, the Indemnifying Representative shall not be entitled to assume control of any defense described herein if (i) a brief description of the nature of the Third Party ClaimClaim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the total amount Third Party Claim seeks, as one of actual out-of-pocket Loss its principal claims, an injunction or the anticipated potential Loss (including any costs equitable relief against an Indemnitee; or expenses which have been or may be reasonably incurred in connection therewith), and (iii) whether there is a reasonable probability that a Third Party Claim may materially and adversely affect the Indemnitee other than as a result of money damages or other money payments. (iii) Damages calculated pursuant to this Section 5.3 shall be calculated net of any amounts actually recovered by an Indemnitee pursuant to any indemnification agreement with any third party, including any insurer (after deducting the costs of incurred in pursuing such Loss may be recovery). To the extent that any Damages that are subject to indemnification pursuant to this Section 5.3 are covered by insurance, the Indemnitees shall use commercially reasonable efforts to obtain the maximum recovery under such insurance. If an Indemnitee has received the payment required by this Agreement from the Indemnifying Representative in respect of any Damages and later receives proceeds from insurance or other amounts in respect of such Damages, then it shall hold such proceeds or other amounts (after deducting the costs of incurred in whole or pursuing such recovery) in part) under any insurance trust for the benefit of the Indemnifying Representative and shall pay to the estimated Indemnifying Representative, as promptly as practicable after receipt, a sum equal to the amount of such Loss which may be covered under proceeds or other amount received (after deducting the costs of incurred in pursuing such insurance; providedrecovery), howeverup to the aggregate amount of any payments received from the Indemnifying Representative pursuant to this Agreement in respect of such Damages. Notwithstanding any other provisions of this Agreement, that it is the failure intention of the Surviving Corporation Parties that no insurer or any other third Person shall be (i) entitled to give written notice to the Escrow Representative shall a benefit it would not affect the indemnification obligations hereunder. (b) The Unaffiliated Directors shall, in the name and on behalf of the Surviving Corporation, defend, contest or otherwise protect the Parent Indemnitees against the Third Party Claim and the Unaffiliated Directors, on behalf of the Surviving Corporation, shall be entitled to claim, for and on behalf receive in the absence of the Surviving Corporationforegoing indemnification provisions, all or a portion (ii) relieved of the Escrowed Indemnity Shares (including responsibility to pay any claims for which it is obligated. To the First Target Indemnity Sharesextent that any Damages that are subject to indemnification pursuant to this Section 5.3 would result in Tax benefits to an Indemnitee, the Second Target Indemnity Shares and amount of such Damages shall be reduced by the Third Target Indemnity Shares) Tax benefits that may be available to such Person as reimbursement for costs and expenses incurred in a result of such defenseDamages.

Indemnification of Third Party Claims. The indemnification obligations following provisions shall be applicable to any and liabilities under this Article VII with respect to actions, proceedings, lawsuits, investigations, demands or other claims brought by third parties which may give rise to indemnification for Losses hereunder all Claims (a “Third Party Claim”) shall be subject made against a Party (the “Indemnified Party”) by a Person other than the particular Indemnified Party or any of its Affiliates or Related Parties for which it is entitled to indemnification pursuant to this Agreement from the following terms and conditions:other Party (the “Indemnifying Party”): (a) The Surviving Corporation will give Upon the Escrow Representative and the Unaffiliated Directors written notice after receiving written notice of any Third Party Claim being made or discovering commenced against the liabilityIndemnified Party, obligation or facts giving rise the Indemnified Party shall promptly provide written notice thereof to such the Indemnifying Party. The notice shall describe the Third Party Claim (a “Notice in reasonable detail and indicate the estimated amount, if practicable, of Claim”) which the indemnified Losses and Liabilities that have been or may be sustained by the Indemnified Party in respect thereof. If the Indemnified Party does not give prompt notice to the Indemnifying Party as aforesaid, any such failure shall set forth, only lessen or limit the Indemnified Party’s rights to indemnity hereunder to the extent reasonably knowable that the defence of the Third Party Claim was prejudiced by the lack of prompt notice. (b) The Indemnifying Party shall have the right to do either or both of the following: (i) a brief description assume carriage of the nature defence of the Third Party Claim using legal counsel of its choice and at its sole cost; and (ii) settle the Third Party Claim provided the Indemnifying Party pays the full monetary amount of the settlement and the settlement does not impose any unreasonable restrictions or obligations on the Indemnified Party. (c) Each Party shall cooperate with the other in the defence of the Third Party Claim, (ii) the total amount of actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), and (iii) whether such Loss may be covered (in whole or in part) under any insurance and the estimated amount of such Loss which may be covered under such insurance; provided, however, that the failure of the Surviving Corporation to give written notice making available to the Escrow Representative shall not affect other Party, its directors, officers, employees and consultants whose assistance, testimony or presence is of material assistance in evaluating and defending the indemnification obligations hereunderThird Party Claim. (bd) The Unaffiliated Directors shallIndemnified Party shall not enter into any settlement, in the name and on behalf of the Surviving Corporation, defend, contest consent order or otherwise protect the Parent Indemnitees against other compromise with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned) unless the Indemnified Party waives its rights to indemnification in respect of the Third Party Claim. (e) Upon payment of the Third Party Claim, the Indemnifying Party shall be subrogated to all claims the Indemnified Party may have relating thereto. The Indemnified Party shall give such further assurances and cooperate with the Indemnifying Party to permit the Indemnifying Party to pursue any and all such subrogated claims as reasonably requested by it. (f) If the Indemnifying Party has paid an amount pursuant to its indemnification obligations herein and the Unaffiliated Directors, on behalf Indemnified Party is subsequently reimbursed from any other source in respect of the Surviving CorporationThird Party Claim, the Indemnified Party shall be entitled to claim, for and on behalf promptly pay the amount of the Surviving Corporation, all or a portion of the Escrowed Indemnity Shares reimbursement (including interest actually received) to the First Target Indemnity SharesIndemnifying Party, net of Taxes required to be paid by the Second Target Indemnity Shares Indemnified Party as a result of any such payment and plus any Taxes saved or recovered by the Third Target Indemnity Shares) Indemnified Party as reimbursement for costs and expenses incurred in a result of any such defensepayment.

Indemnification of Third Party Claims. The indemnification obligations and liabilities under (a) Subject to Section 10.2 LIMITATION OF LIABILITY AND LIMITED WARRANTY), each Party (the “Indemnifying Party” for purposes of this Article VII with respect to actions10) shall indemnify, proceedingsdefend and hold the other Party and its Affiliates (the “Indemnified Party” for purposes of this Article 10) harmless against all liability, lawsuitsloss, investigations, demands damage and expense (including reasonable legal fees and disbursements) resulting from claims or other claims actions brought by third parties which may give rise against the Indemnified Party in connection with: (i) injury to indemnification for Losses hereunder (a “Third Party Claim”) shall be subject to the following terms and conditions: (a) The Surviving Corporation will give the Escrow Representative and the Unaffiliated Directors written notice after receiving written notice or death of any Third Party Claim person; (ii) loss of or discovering damage to tangible real or tangible personal property or the liabilityenvironment, obligation or facts giving rise to such Third Party Claim (a “Notice of Claim”) which shall set forth, in each case to the extent reasonably knowable (i) a brief description of that such liability, loss, damage or expense was proximately caused by any negligence or willful misconduct by the nature of the Third Party ClaimIndemnifying Party, (ii) the total amount of actual out-of-pocket Loss its agents, employees or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred subcontractors, in connection therewith), with the provision or use of Services; and (iii) whether such Loss may be covered claims or actions brought by third parties against the Indemnified Party, in each case (in whole i) through (iii) when arising out of or in partconnection with the Indemnifying Party’s breach of any of its warranties, representations or covenants in Sections 8.1 (Compliance with Laws), 8.2 (Regulation), 8.5 (Regulatory Reports) under any insurance and the estimated amount of such Loss which may be covered under such insurance; provided, however, that the failure of the Surviving Corporation to give written notice to the Escrow Representative shall not affect the indemnification obligations hereunder.8.12 (Date Compliance)).. (b) The Unaffiliated Directors shallIndemnified Party shall inform the Indemnifying Party of the facts and circumstances of any occurrence of any such claim or action within 15 days of the Indemnified Party’s first knowledge thereof, provided that the Indemnifying Party shall control the defense of, and settlement of any such claim or action. The Indemnifying Party shall be responsible for the employment of counsel and for all expenses of defending such claims, but the Indemnified Party may employ separate counsel if (i) the employment of such counsel has been specifically authorized in writing by the name Indemnifying Party; (ii) the Indemnifying Party has failed to assume the defense of any such claim and employ counsel; or (iii) the named Parties to any such action (including any impleaded Parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party. In the case of different or additional legal defenses, the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Surviving CorporationIndemnified Party. The Indemnifying Party shall reimburse the Indemnified Party for the reasonable fees and disbursements of separate counsel in any case in which separate counsel is permitted above. Neither SITA nor WSL shall enter into any settlement that materially affects the other Party without such other Party’s prior written consent, defend, contest or otherwise protect the Parent Indemnitees against the Third Party Claim and the Unaffiliated Directors, on behalf of the Surviving Corporation, which consent shall not be entitled to claim, for and on behalf of the Surviving Corporation, all or a portion of the Escrowed Indemnity Shares (including the First Target Indemnity Shares, the Second Target Indemnity Shares and the Third Target Indemnity Shares) as reimbursement for costs and expenses incurred in such defenseunreasonably withheld.