Defense by Company. Subject to the provisions of the last sentence of this [Section 11(b)] and of [Section 11(c)] below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder; provided, however that the Company shall notify Indemnitee of any such decision to defend within ten (10) calendar days of receipt of notice of any such Proceeding under [Section 11(a)] above. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which # includes an admission of fault of Indemnitee or # does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee. This [Section 11(b)] shall not apply to a Proceeding brought by Indemnitee under [Section 10(a)] above or pursuant to [Section 19] below.