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 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, 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 indemnifying partyIndemnifying 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 indemnifying party shall retainIndemnified Party for 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 acceptableobjected to by the indemnified party (such acceptance notIndemnifying Party) with respect to be unreasonably withheld, refused, conditionedsuch Third Party Claim and the related action or delayed) to represent the indemnified partysuit, and shall pay 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,action or suit through counsel chosen by the indemnified party, at its sole expense,Indemnified 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 expenses of such counsel shall havebe borne by the right to retain its own counsel.Indemnified Party. The indemnified partyIndemnifying 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).

Defense of Claim. The indemnifying partyIf 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 reasonably acceptable toindemnitee. If the indemnified party (such acceptance not to be unreasonably withheld, refused, conditioned or delayed) to representindemnitor assumes such defense, the indemnified party and shall pay the reasonable fees and expenses of such counsel related to such proceeding. In any such proceeding, 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 indemnifying partyprovision 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..

DefenseThe Indemnified Party shall be entitled, but is under no obligation, to assume control of Claim. The indemnifying party shall defend or control thesuch defense of Third(and the Indemnifying Party Claims. 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 arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation, provided that in such event # the Indemnified Party shall not enter into any settlement reached withof a such Third-Party Claim without the Thirdprior written consent of the Indemnifying Party pursuant to the terms of this Agreement. The indemnifying party(which shall retain counsel reasonably acceptable to the indemnified party (such acceptance not to be unreasonably withheld, refused, conditioneddelayed or delayed)conditioned) and # the Indemnifying Party shall be entitled to representparticipate in the indemnified partydefense of such Third-Party Claim and shall payto employ counsel of its choice for such purpose (provided, that 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, 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 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;

Defense of Claim. The indemnifyingIndemnified Party shall have the right at all times to participate in the defense, settlement, negotiations or litigation relating to any third party shall defendclaim or controldemand 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 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, 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 indemnified party shalldiscretion for the account or benefit of the Indemnified Party. In any event, the Indemnified Party will cooperate in all reasonable respects in the defense of any such Third Party Claim, as requested by, andaction at the reasonable expense of,of the indemnifying party. The indemnifyingIndemnifying Party and the records of each party shall not, withoutbe available to the written consent of the indemnified party (which consent shall not be unreasonably withheld, refused, conditioned or delayed), effect any settlement of anyother 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.

Defense of Claim. The indemnifying partyIndemnified 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 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 separate counsel related to such proceeding. Inshall be borne by the Indemnified Party (other than any such proceeding, 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 defensefees and expenses of such Thirdseparate counsel # that are incurred prior to the date the Indemnifying Party Claim, as requested by, and at the reasonable expense of, the indemnifying party. The indemnifying party shall not, without the written consenteffectively assumes control of such defense (assuming reasonably prompt notice of the indemnified party (which consentclaim 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 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 ofborne by the indemnified party from all liability on such Claims.Indemnifying Party);

Defense ofRights 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 party shall” If the Corporation provides the Indemnified Party with 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 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, 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 indemnified party (whichIndemnified Party, such consent not to be withheld unreasonably. The Indemnified Party may 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.

Defense of Claim. The indemnifying party shall defend or controlIf the defense ofindemnification sought pursuant hereto involves a claim made by a Third Party Claims. The indemnifying partyagainst the Indemnified Party (a "Third Party Claim"), the Indemnifying Party shall be responsible for satisfying and discharging any award madeentitled to or settlement reached with the Third Party pursuant to the terms of this Agreement. The indemnifying party 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, the indemnified party, at its sole expense, shall have the right to retain its own counsel. The indemnified party shall cooperate in all reasonable respectsparticipate in the defense of such Third Party Claim, as requested by, and atClaim and, if it so chooses within forty-five (45) days after its receipt of an Indemnification Claim Notice ("Notice Period"), to assume the reasonable expense of,defense of such Third Party Claim with counsel selected by the indemnifying party. The indemnifying party shall not, withoutIndemnifying Party; provided, however, that the written consent of the indemnified party (which consentIndemnifying Party shall not be unreasonably withheld, refused, conditionedentitled to assume the defense of any Third Party Claim to the extent such claims involve or delayed), effectseek injunctive or other relief that does not involve solely monetary obligations or involve a criminal matter, and provided, further that the Indemnified Party shall be permitted to take any settlementactions necessary in the defense of any such Third Party Claim, unlessClaim during such settlement includes a full and unconditional releaseNotice Period, if the Indemnifying Party has not yet assumed the defense of the indemnified partyThird Party Claim, and when practicable, the Indemnified Party shall provide prior notice of such action to the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof. If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all liabilityof the Parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include # the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim and reasonably available to the Indemnified Party, and # making relevant employees available on such Claims.a mutually convenient basis to provide additional information and explanation of any material provided hereunder; provided, that the Indemnifying Party shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith.

Defense of Claim. The indemnifying party shallIf the Indemnifying Party acknowledges 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 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, 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, the indemnifying party. The indemnifying party shall not, without the written consentdiscretion of the indemnified party (which consentIndemnifying 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 Indemnified 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 be unreasonably withheld, refused, conditionedpaid by the Indemnifying Party. The Indemnified Party may, at its cost and expense, at any time to prevent default or delayed)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 Indemnifying Party to diligently defend such Action. The Indemnified Party, at its expense, may participate in, but not control (except as provided in the subsequent paragraph), effect any defense or settlement of any such Third Party Claim, unless such settlement includes a full and unconditional release ofClaim conducted by the indemnified party from all liability on such Claims.Indemnifying Party pursuant to this Section 11.4(b).