The Indemnified Party shall have the right at all times to participate in the defense, settlement, negotiations or litigation relating to any third party claim or demand at its own expense. If the Indemnifying Party does not assume the defense of any matter as above provided, then the Indemnified Party shall have the right to defend any such third party claim or demand, and will be entitled to settle any such claim or demand in its discretion for the account or benefit of the Indemnified Party. In any event, the Indemnified Party will cooperate in the defense of any such action at the expense of the Indemnifying Party and the records of each party shall be available to the other with respect to such defense.

The Indemnified Party shall have the right at all times to participate in the defense, settlement, negotiations or litigation relating to any third party claim or demand at its own expense. If the Indemnifying Party does not assumechoose to defend against a claim by a third party, the defense of any matterIndemnified Party may defend in such manner as above provided, thenit reasonably deems appropriate or settle the claim (after giving notice thereof to the Indemnifying Party) on such terms as the Indemnified Party may deem appropriate, and the Indemnified Party shall have the right to defend any such third party claim or demand, and will be entitled to settle any such claim or demand in its discretion for the account or benefitperiodic reimbursement of the Indemnified Party. In any event, the Indemnified Party will cooperate in the defense of any such action at the expense ofexpenses incurred and prompt indemnification from the Indemnifying Party and the records of each party shall be available to the otherin accordance with respect to such defense.this Article.

The Indemnified Party shall have the right at all times to participate in the defense, settlement, negotiations or litigation relating to any third party claim or demand at its own expense. If the Indemnifying Party does not assume the defense of any matter as above provided, thenacknowledges its obligations to indemnify and defend the Indemnified Party against the Third Party Claim within fifteen (15) days after having been notified by the Indemnified Party of the existence of such Third Party Claim, then the Indemnifying Party shall have the right to defend any such third party claim or demand, andThird Party Claim by all appropriate proceedings, which proceedings will be entitleddiligently prosecuted to settlea final conclusion or will be settled, at the discretion of the Indemnifying Party; provided, however, that the Indemnifying Party shall not enter into any such claimsettlement that imposes injunctive or demand in its discretion forother equitable relief against the accountIndemnified Party or benefit ofdoes not fully and finally release the Indemnified Party from all claims, unless consented to by the Indemnified Party. In any event, theThe Indemnified Party will cooperate fully in such defense, including by making available to the defense of any such actionIndemnifying 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 expenserequest of the Indemnifying Party and the records of each party shall be availablepaid by the Indemnifying 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 other with respectfailure of the Indemnifying Party to diligently defend such defense.Action. The Indemnified Party, at its expense, may participate in, but not control (except as provided in the subsequent paragraph), any defense or settlement of any Third Party Claim conducted by the Indemnifying Party pursuant to this Section 11.4(b).

The Indemnified Party shall haveRight to Defend. In the right at all times to participate in the defense, settlement, negotiations or litigation relating to any third party claim or demand at its own expense. Ifevent that the Indemnifying Party does not assumeaccept the defense of any matter as above provided, then the Indemnified Party shall have the full right to defend against any such third party claim or demand,action, and willshall be entitled to settle anyor agree to pay in full such claim or demandaction, in its sole discretion for the accountwithout releasing any obligation or benefit of the Indemnified Party. In any event, the Indemnified Party will cooperate in the defense of any such action at the expenseliability of the Indemnifying Party andfor the recordscosts of each party shall be available to the other with respect to such defense.defense, judgment or settlement.

The Indemnified PartyIndemnitor shall have the right at all times to participate indirect, through counsel of its own choosing reasonably acceptable to the defense, settlement, negotiationsIndemnified Party, the defense or litigation relating tosettlement of any third partysuch claim or demandproceeding at its own expense.expense, provided that Indemnitor shall not settle any such claim or proceeding without arranging for the release of the Indemnified Party. If the Indemnifying Party does notIndemnitor elects to assume the defense of any matter as above provided, thensuch claim or proceeding, Indemnitor shall consult with the Indemnified Party and the Indemnified Party may participate in such defense, but in such case the expenses of the Indemnified Party shall be paid by the Indemnified Party. The Indemnified Party shall provide Indemnitor with access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with Indemnitor in the defense or settlement thereof, and Indemnitor shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith. If Indemnitor elects to direct the defense of any such claim or proceeding, the Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless Indemnitor consents in writing to such payment or unless a final judgment from which no appeal may be taken by or on behalf of Indemnitor is entered against the Indemnified Party for such liability. If Indemnitor fails to defend or if, after commencing or undertaking any such defense, Indemnitor fails to diligently prosecute or withdraws from such defense, the Indemnified Party shall have the right to defend any such third party claimundertake the defense or demand,settlement thereof, at Indemnitor’s expense and will be entitledin that event if the Indemnified Party proposes to settle any such claim or demand in its discretion for the accountproceeding prior to a final judgment thereon or benefit of the Indemnified Party. Into forego any event,appeal with respect thereto, then the Indemnified Party will cooperateshall give Indemnitor prompt written notice thereof, and Indemnitor shall have the right to participate in the settlement or assume or reassume the defense of any such action at the expense of the Indemnifying Party and the records of each party shall be available to the other with respect to such defense.claim or proceeding.

Defense of Third Party Claims. The IndemnifiedIndemnifying Party shall have the right at all timesbe entitled to participate in the defense, settlement, negotiations or litigation relatingdefense of the Third Party Claim and, if it so chooses, to any third party claim or demandassume the defense thereof, at its own expense.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 does notelects to assume the defense of any matter as above provided, thenThird Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party shall have the right to defend any such third party claim or demand, and will be entitled to settle any such claim or demand in its discretion for the account or benefit of the Indemnified Party. In any event,legal expenses subsequently incurred by the Indemnified Party will cooperate 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 by the Indemnifying Party) with respect to such Third Party Claim and the related action or suit, and the reasonable fees and expenses of such counsel shall be considered Losses for purposes of this Agreement. The Indemnifying Party shall permit the Indemnified Party to participate in, but not control, the defense of any such action ator suit through counsel chosen by the expense ofIndemnified Party, provided that such counsel is not reasonably objected to by the Indemnifying Party and, except in the circumstances described in the immediately preceding sentence, the fees and the recordsexpenses of each partysuch counsel shall be availableborne by the Indemnified Party. The Indemnifying Party shall be liable for the reasonable fees 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 other with respect totime the Indemnified Party shall have notified the Indemnifying Party of such defense.Third Party Claim).

The Indemnified Party shall have the right at all timesbe entitled to participate in the defense, settlement, negotiations or litigation relatingdefense of such Third-Party Claim and to employ counsel of its choice for such purpose; provided, that the fees and expenses of such separate counsel shall be borne by the Indemnified Party (other than any third party claim or demand at its own expense. Iffees and expenses of such separate counsel # that are incurred prior to the date the Indemnifying Party does not assume theeffectively assumes control of such defense of any matter as above provided, then the Indemnified Party shall have the right to defend any such third party claim or demand, and will be entitled to settle any such claim or demand in its discretion for the account or benefit(assuming reasonably prompt notice of the Indemnified Party. In any event,claim was given to the Indemnified Party will cooperate in the defenseIndemnifying Party) or # retained because a conflict of any such action at the expense ofinterest exists between the Indemnifying Party and the recordsIndemnified Party, each of each partywhich, notwithstanding the foregoing, shall be available toborne by the other with respect to such defense.Indemnifying Party);

Defense of Claim. The Indemnifiedindemnifying Party shall have the right at all times to participate in the defense, settlement, negotiationsdefend or litigation relating to any third party claim or demand at its own expense. If the Indemnifying Party does not assumecontrol the defense of Third Party Claims. The indemnifying Party shall be responsible for satisfying and discharging any matter as above provided, thenaward made to or settlement reached with the IndemnifiedThird 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 defend any such third party claim or demand, and will be entitled to settle any such claim or demandretain its own counsel. The indemnified Party shall cooperate in its discretion for the account or benefit of the Indemnified Party. In any event, the Indemnified Party will cooperateall 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 action at the expenseThird Party Claim, unless such settlement includes a full and unconditional release of the Indemnifyingindemnified Party and the records of each party shall be available to the other with respect tofrom all liability on such defense.Claims.

In connection with any claim giving rise to indemnity resulting from or arising out of any claim or legal proceeding by a person or entity who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall have the right at all timesbe entitled to participate in (but not control) the defense, settlement, negotiations or litigation relating todefense of any third party claim or demandsuch action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any matter as above provided, thensuch claim or resulting litigation within thirty (30) days after the date that notice of such claim is received from the Indemnified Party, # the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and # the Indemnifying Party shall havebe entitled to participate in (but not control) the rightdefense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to defend anyquestion the manner in which the Indemnified Party defended such third party claim or demand, and will be entitled to settlethe amount or nature of any such claim or demand in its discretion forsettlement, the account or benefitIndemnifying Party shall have the burden to prove by a preponderance of the Indemnified Party. In any event,evidence that the Indemnified Party will cooperatedid not defend or settle such third party claim in the defense of any such action at the expense of the Indemnifying Party and the records of each party shall be available to the other with respect to such defense.a reasonably prudent manner.

The IndemnifiedIndemnifying Party shall have the right (which right may be exercised by providing notice to the Claiming Party), upon receipt of the Claim Notice and at all timesits expense, to defend such Third Party 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 of the Claiming Party, and the Claiming Party shall have the right, at the Claiming Party’s expense, to participate in the defense, settlement, negotiations or litigation relating to any third party claim or demand at its own expense. If thedefense. The Indemnifying Party doesshall not assume the defense of any matter as above provided, then the Indemnified Party shall have the right to defend any such third party claim or demand,settle and will be entitled to settle anycompromise such claim or demand in its discretion forconsent to the account or benefit of the Indemnified Party. In any event, the Indemnified Party will cooperate in the defenseentry of any such action at the expense of the Indemnifying Party and the records of each party shall be available to the otherOrder with respect to such defense.claim without the consent of the Claiming Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless the following shall apply: # such settlement provides the Claiming Party with a full release from such Third Party Claim; and # the sole relief provided in such settlement is monetary damages that are paid in full by the Indemnifying Party.