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<br />TO TIlE SAME EXTENT AND IN SUB STANTIALL Y THE SAME FORM AS ITS <br /> <br /> <br />RELEASE OF AND INDEMNITY TO THE INDEMNIFIED PERSONS HEREUNDER. <br /> <br /> <br />E. Indemnification Procedures. <br /> <br /> <br />1. Notice of Claims. If the Indemnified Persons or the Authority receives <br /> <br /> <br />notice of any claim or circumstances that could give rise to an indemnified <br /> <br /> <br />loss, the receiving party shall give written notice to the other party within <br /> <br /> <br />10 clays. The notice must include the following: <br /> <br /> <br />a. A description of the indemnification event in reasonable detail; <br /> <br /> <br />b. The basis on which indemnification may be due; and <br /> <br /> <br />c. The anticipated amount of the indemnified loss. <br /> <br /> <br />This notice does not estop or prevent the Indemnified Persons from later asserting a <br /> <br />different basis for indemnification or a different amount of indemnified loss than that indicated <br /> <br /> <br />in the initial notice. If the Indemnified Persons do not provide this notice within the 10 day . <br /> <br /> <br />period, they do not waive any right to indemnificationexceptto the extent that the Authority is <br /> <br /> <br />prejudiced, suffers loss, or incurs expense because of the delay. <br /> <br />2. Defense of Claims. <br /> <br /> <br />a. Assumption of Defense. The Authority may assuine the defense of <br /> <br /> <br />the claim at its own expense with counsel chosen by it that is <br /> <br /> <br />reasonably satisfaCtory to the Indemnified Persons. The Authority <br /> <br /> <br />shall then control the defense and any negotiations to settle the <br /> <br /> <br />claim. Within 10 days after receiving Written notice of the <br /> <br /> <br />indemnification request, the Authority musfadvise the Indemnified <br /> <br /> <br />Persons as to whether or not it will defend the claim. If the <br /> <br />15 <br /> <br />HOU:2680299.1 <br />