Defense of Claim. The indemnifying Party shall defend or control the defense of Third Party Claims. The indemnifying Party shall be responsible for satisfying and discharging any award made to or settlement reached with the Third Party pursuant to the terms of this Agreement. The indemnifying Party shall retain counsel to represent the indemnified party and shall pay the reasonable fees and expenses of such counsel related to such proceeding. In any such proceeding, but without limiting the foregoing, the indemnified Party, at its sole expense, shall have the right to retain its own counsel. The indemnified Party shall cooperate in all reasonable respects in the defense of such Third Party Claim, as requested by, and at the reasonable expense of, the indemnifying Party. The indemnifying Party shall not, without the written consent of the indemnified Party (which consent shall not be unreasonably withheld, refused, conditioned or delayed), effect any settlement of any such Third Party Claim, unless such settlement includes a full and unconditional release of the indemnified Party from all liability on such Claims.

Defense of Claim. The indemnifying Partyparty shall defend or control the defense of Third Party Claims. The indemnifying Partyparty shall be responsible for satisfying and discharging any award made to or settlement reached with the Third Party pursuant to the terms of this Agreement. The indemnifying Partyparty shall retain counsel reasonably acceptable to the indemnified party (such acceptance not to be unreasonably withheld, refused, conditioned or delayed) to represent the indemnified party and shall pay the reasonable fees and expenses of such counsel related to such proceeding. In any such proceeding, but without limiting the foregoing, the indemnified Party,party, at its sole expense, shall have the right to retain its own counsel. The indemnified Partyparty shall cooperate in all reasonable respects in the defense of such Third Party Claim, as requested by, and at the reasonable expense of, the indemnifying Party.party. The indemnifying Partyparty shall not, without the written consent of the indemnified Partyparty (which consent shall not be unreasonably withheld, refused, conditioned or delayed), effect any settlement of any such Third Party Claim, unless such settlement includes a full and unconditional release of the indemnified Partyparty from all liability on such Claims.

Defense of Claim. The indemnifying Party shall defend or control the defense of Third Party Claims. The indemnifyingIndemnifying Party shall be responsible for satisfying and discharging any award madeentitled to or settlement reached withparticipate in the defense of the Third Party pursuantClaim and, if it so chooses, to assume the defense thereof, at its own expense, with counsel selected by the Indemnifying Party; provided, that such counsel is not reasonably objected to by the Indemnified Party. If the Indemnifying Party elects to assume the defense of any Third Party Claim, the Indemnifying Party shall not be liable to the terms of this Agreement. The indemnifyingIndemnified Party shall retainfor legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, except that, if the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Claim, the Indemnified Party may hire its own separate counsel (provided that such counsel is not reasonably objected to representby the indemnified partyIndemnifying Party) with respect to such Third Party Claim and shall paythe related action or suit, and the reasonable fees and expenses of such counsel relatedshall be considered Losses for purposes of this Agreement. The Indemnifying Party shall permit the Indemnified Party to such proceeding. Inparticipate in, but not control, the defense of any such proceeding, but without limitingaction or suit through counsel chosen by the foregoing,Indemnified Party, provided that such counsel is not reasonably objected to by the indemnified Party, at its sole expense,Indemnifying Party and, except in the circumstances described in the immediately preceding sentence, the fees and expenses of such counsel shall havebe borne by the right to retain its own counsel.Indemnified Party. The indemnifiedIndemnifying Party shall cooperate in allbe liable for the reasonable respectsfees and expenses of counsel employed by the Indemnified Party in the defense of a Third Party Claim (which shall all be considered Losses for purposes of this Agreement) for any period during which the Indemnifying Party has not assumed the defense thereof (other than during the period prior to the time the Indemnified Party shall have notified the Indemnifying Party of such Third Party Claim, as requested by, and at the reasonable expense of, the indemnifying Party. The indemnifying Party shall not, without the written consent of the indemnified Party (which consent shall not be unreasonably withheld, refused, conditioned or delayed), effect any settlement of any such Third Party Claim, unless such settlement includes a full and unconditional release of the indemnified Party from all liability on such Claims.Claim).

If a Third Party Claim is made against an indemnitee, the indemnitee shall defend orpermit the indemnitor to participate in the defense thereof (it being understood that the indemnitee shall control such defense unless the indemnitor assumes such defense as provided herein) and, if the indemnitor so chooses and acknowledges its obligation to indemnify the indemnitee therefor, to assume the defense thereof with counsel selected by the indemnitor provided that such counsel is reasonably satisfactory to the indemnitee. Should the indemnitor so elect to assume the defense of such Third Party Claims. The indemnifying PartyClaim, the indemnitor shall not be responsibleliable to the indemnitee for satisfying and discharging any award made to or settlement reachedlegal expenses subsequently incurred by the indemnitee in connection with the Third Party pursuantdefense thereof provided the indemnitor does not seek to assert any limitation on its indemnification responsibility to the terms of this Agreement. The indemnifying Party shall retain counsel to representindemnitee. If the indemnified party and shall payindemnitor assumes such defense, the reasonable fees and expenses of such counsel related to such proceeding. In any such proceeding, but without limiting the foregoing, the indemnified Party, at its sole expense,indemnitee shall have the right to retainparticipate in the defense thereof and to employ counsel, at its own counsel. The indemnified Partyexpense, separate from the counsel employed by the indemnitor, it being understood, however, that the indemnitor shall control such defense subject to the agreement of the indemnitor and the indemnitee to cooperate in all reasonable respects in the defense of such Third Party Claim as provided below. The indemnitor shall be liable for the fees and expenses of counsel employed by the indemnitee for any period during which the indemnitor has not assumed the defense thereof or assumes the defense but asserts any limitation on its obligation to indemnify or defend which reduces its indemnification actions. If the indemnitor chooses to defend any Third Party Claim, as requested by,the Parties shall reasonably cooperate in the defense or prosecution of such Third Party Claim. Such cooperation shall include the retention and at(upon the reasonable expense of,indemnitor’s request) the indemnifying Party. The indemnifyingprovision to the indemnitor 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 indemnitor shall not,have assumed the defense of a Third Party Claim, the indemnitee shall not admit any liability with respect to, or settle, compromise or discharge, or consent to the entry of any judgment with respect to such Third Party Claim without the indemnitor’s prior written consent of the indemnified Party (which consent shall not be unreasonably withheld, refused, conditioned or delayed), effect any settlement of any such Third Party Claim, unless such settlement includes a full and unconditional release of the indemnified Party from all liability on such Claims..

The indemnifyingIndemnified Party shall defend orbe entitled, but is under no obligation, to assume control theof such defense of Third Party Claims. The indemnifying(and the Indemnifying Party shall be responsible for satisfyingthe fees and discharging any award madeexpenses of counsel retained by the Indemnified Party in respect of) the Third-Party Claim if: # such Third-Party Claim relates to or settlement reachedarises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation, provided that in such event # the Third Party pursuant to the terms of this Agreement. The indemnifyingIndemnified Party shall retainnot enter into any settlement of a such Third-Party Claim without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld, delayed or conditioned) and # the Indemnifying Party shall be entitled to participate in the defense of such Third-Party Claim and to employ counsel to representof its choice for such purpose (provided, that the indemnified party and shall pay the reasonable fees and expenses of such separate counsel relatedshall be borne by the Indemnifying Party), # such Third-Party Claim seeks an injunction or equitable relief against the Indemnified Party, # a conflict of interest exists between the Indemnifying Party and the Indemnified Party with respect to the Third-Party Claim or # the Indemnifying Party fails or is failing to reasonably, vigorously defend such proceeding. In any such proceeding, but without limiting the foregoing, the indemnified Party, at its sole expense, shall have the right to retain its own counsel. The indemnified Third-Party shall cooperate in all reasonable respects in the defense of such Third Party Claim, as requested by, and at the reasonable expense of, the indemnifying Party. The indemnifying Party shall not, without the written consent of the indemnified Party (which consent shall not be unreasonably withheld, refused, conditioned or delayed), effect any settlement of any such Third Party Claim, unless such settlement includes a full and unconditional release of the indemnified Party from all liability on such Claims.Claim;

The indemnifyingIndemnified Party shall defendhave the right at all times to participate in the defense, settlement, negotiations or controllitigation relating to any third party claim or demand at its own expense. If the Indemnifying Party does not assume the defense of Thirdany matter as above provided, then the Indemnified Party Claims. The indemnifying Party shall be responsible for satisfying and discharging any award made to or settlement reached with the Third Party pursuant to the terms of this Agreement. The indemnifying Party shall retain counsel to represent the indemnified party and shall pay the reasonable fees and expenses of such counsel related to such proceeding. In any such proceeding, but without limiting the foregoing, the indemnified Party, at its sole expense, shall have the right to retaindefend any such third party claim or demand, and will be entitled to settle any such claim or demand in its own counsel. The indemnifieddiscretion for the account or benefit of the Indemnified Party. In any event, the Indemnified Party shallwill cooperate in all reasonable respects in the defense of any such Third Party Claim, as requested by, andaction at the reasonable expense of, the indemnifying Party. The indemnifying Party shall not, without the written consent of the indemnifiedIndemnifying Party (which consentand the records of each party shall not be unreasonably withheld, refused, conditioned or delayed), effect any settlement of anyavailable to the other with respect to such Third Party Claim, unless such settlement includes a full and unconditional release of the indemnified Party from all liability on such Claims.defense.

The indemnifyingIndemnified Party shall defend or controlbe entitled to participate in the defense of Third such Third-Party Claims. The indemnifying Party shall be responsibleClaim and to employ counsel of its choice for satisfying and discharging any award made to or settlement reached withsuch purpose; provided, that the Third Party pursuant to the terms of this Agreement. The indemnifying Party shall retain counsel to represent the indemnified party and shall pay the reasonable fees and expenses of such separate counsel relatedshall be borne by the Indemnified Party (other than any fees and expenses of such separate counsel # that are incurred prior to the date the Indemnifying Party effectively assumes control of such proceeding. In any such proceeding, but without limitingdefense (assuming reasonably prompt notice of the claim was given to the Indemnifying Party) or # retained because a conflict of interest exists between the Indemnifying Party and the Indemnified Party, each of which, notwithstanding the foregoing, shall be borne by the indemnified Party, at its sole expense, shall have the right to retain its own counsel. The indemnified Party shall cooperate in all reasonable respects in the defense of such Third Party Claim, as requested by, and at the reasonable expense of, the indemnifying Party. The indemnifying Party shall not, without the written consent of the indemnified Party (which consent shall not be unreasonably withheld, refused, conditioned or delayed), effect any settlement of any such Third Party Claim, unless such settlement includes a full and unconditional release of the indemnified Party from all liability on such Claims.Indemnifying Party);

Rights to Defend or Settle; Third Party Claims, etc. # If the facts giving rise to any indemnification right under this Agreement shall involve any actual or threatened claim or demand against the Indemnified Party, or any possible claim by the Indemnified Party against any third party, such claim shall be referred to as a “Third Party Claim. The indemnifying” If the Corporation provides the Indemnified Party shallwith an agreement in writing in form and substance satisfactory to the Indemnified Party and his counsel, agreeing to indemnify, defend or controlprosecute and hold the Indemnified Party harmless from all costs and liability arising from any Third Party Claim (an “Agreement of Indemnity”), and demonstrating to the satisfaction of the Indemnified Party the financial wherewithal to accomplish such indemnification, the Corporation may at its own expense undertake full responsibility for the defense of Third Party Claims. The indemnifying Party shall be responsible for satisfying and discharging any award made to or settlement reached with the Third Party pursuant to the terms of this Agreement. The indemnifying Party shall retain counsel to represent the indemnified party and shall pay the reasonable fees and expenses of such counsel related to such proceeding. In any such proceeding, but without limiting the foregoing, the indemnified Party, at its sole expense, shall have the right to retain its own counsel. The indemnified Party shall cooperate in all reasonable respects in the defenseprosecution of such Third Party Claim,Claim. The Corporation may contest or settle any such Third Party Claim for money damages on such terms and conditions as requested by,it deems appropriate but shall be obligated to consult in good faith with the Indemnified Party and atnot to contest or settle any Third Party Claim involving injunctive or equitable relief against or affecting the reasonable expense of,Indemnified Party of his properties or assets without the indemnifying Party. The indemnifying Party shall not, without theprior written consent of the indemnifiedIndemnified Party, such consent not to be withheld unreasonably. The Indemnified Party (which consentmay participate at his own expense and with his own counsel in defense or prosecution of a Third Party Claim pursuant to this [Section 1(c)(i)], and such participation shall not be unreasonably withheld, refused, conditioned or delayed), effect any settlementrelieve the Corporation of any such Thirdits obligation to indemnify the Indemnified Party Claim, unless such settlement includes a full and unconditional release of the indemnified Party from all liability on such Claims.under this Agreement.

If the Indemnifying Party shallacknowledges its obligations to indemnify and defend or control the defense of ThirdIndemnified Party Claims. The indemnifying Party shall be responsible for satisfying and discharging any award made to or settlement reached withagainst the Third Party pursuant toClaim within fifteen (15) days after having been notified by the termsIndemnified Party of this Agreement. The indemnifying Party shall retain counsel to represent the indemnified party and shall pay the reasonable fees and expenses of such counsel related to such proceeding. In any such proceeding, but without limiting the foregoing, the indemnified Party, at its sole expense, shall have the right to retain its own counsel. The indemnified Party shall cooperate in all reasonable respects in the defenseexistence of such Third Party Claim, as requested by, andthen the Indemnifying Party shall defend such Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted to a final conclusion or will be settled, at the reasonable expense of,discretion of the indemnifyingIndemnifying Party; provided, however, that the Indemnifying Party shall not enter into any settlement that imposes injunctive or other equitable relief against the Indemnified Party or does not fully and finally release the Indemnified Party from all claims, unless consented to by the Indemnified Party. The indemnifyingIndemnified Party will cooperate fully in such defense, including by making available to the Indemnifying Party all books, records and documents within the Indemnified Party’s control or that it can reasonably obtain relating to the Third Party Claim, and all costs or expenses incurred by it at the request of the Indemnifying Party shall not, withoutbe paid by the written consentIndemnifying Party. The Indemnified Party may, at its cost and expense, at any time to prevent default or protect its interests, file any pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests due to the failure of the indemnifiedIndemnifying Party (which consent shallto diligently defend such Action. The Indemnified Party, at its expense, may participate in, but not be unreasonably withheld, refused, conditionedcontrol (except as provided in the subsequent paragraph), any defense or delayed), effect any settlement of any such Third Party Claim, unless such settlement includes a full and unconditional release ofClaim conducted by the indemnifiedIndemnifying Party from all liability on such Claims.pursuant to this [Section 11.4(b)].

The indemnifyingIndemnifying Party shall defend or control the defense of Third Party Claims. The indemnifying Party shall be responsible for satisfying and discharging any award made to or settlement reached with the Third Party pursuant to the terms of this Agreement. The indemnifying Party shall retain counsel to represent the indemnified party and shall pay the reasonable fees and expenses of such counsel related to such proceeding. In any such proceeding, but without limiting the foregoing, the indemnified Party, at its sole expense, shall have the right (which right may be exercised by providing notice to retainthe Claiming Party), upon receipt of the Claim Notice and at its own counsel. The indemnified Party shall cooperate in all reasonable respects in the defense ofexpense, to defend such Third Party Claim,Claim in its own name or, if necessary, in the name of the Claiming Party; provided, however, that if, in addition to the claim for which indemnification under this [Article IX] is being sought, the Third Party Claim involves a matter with respect to which the Claiming Party agrees in writing that it is not entitled to indemnification hereunder, such matter shall be within the sole responsibility and expense of the Claiming Party and its counsel. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance (including, without limitation, access to employees) and materials as may be reasonably requested by,of the Claiming Party, and the Claiming Party shall have the right, at the reasonable expense of,Claiming Party’s expense, to participate in the indemnifying Party.defense. The indemnifyingIndemnifying Party shall not,not have the right to settle and compromise such claim or consent to the entry of any Order with respect to such claim without the written consent of the indemnifiedClaiming Party (which consent shall not be unreasonably withheld, refused, conditioned or delayed), effect any unless the following shall apply: # such settlement of anyprovides the Claiming Party with a full release from such Third Party Claim, unlessClaim; and # the sole relief provided in such settlement includes ais monetary damages that are paid in full and unconditional release ofby the indemnified Party from all liability on such Claims.Indemnifying Party.