Subject to the terms of this Agreement, all reasonable fees and expenses of any Person entitled to indemnity hereunder (an “ Indemnified Party ”) shall be paid to the Indemnified Party, as incurred, within ten (10) Trading Days of written notice thereof to the Person from whom indemnity is sought (the “ Indemnifying Party ”); provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is judicially determined to be not entitled to indemnification hereunder.