Common use of Notification and Defense of Claim Clause in Contracts

Notification and Defense of Claim. Not later than ten (10) days after receipt by Indemnitee of notice of the commencement of any Action, Indemnitee will notify Corporation of the commencement thereof if a claim in respect thereof is to be made against Corporation under this Agreement, but the omission to so notify Corporation will not relieve it from any liability which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the Corporation. With respect to any such Action as to which Indemnitee notifies Corporation of the commencement thereof: (a) Corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from Corporation to Indemnitee of its election to assume the defense thereof, Corporation will not be liable to Indemnitee under this Agreement for any legal or other Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation incurred or as otherwise provided below. Indemnitee shall have the right to employ its separate counsel in such Action but the fees and expenses of such counsel incurred after notice from Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized in writing by the Board, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Corporation and Indemnitee in the conduct of the defense of such Action or (iii) Corporation shall not in fact have employed counsel to assume the defense of such Action, in each of which cases the Expenses of Indemnitee’s separate counsel shall be paid by Corporation. Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of Corporation or as to which Indemnitee shall have made the conclusion provided for in (ii) above; and (c) Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Action effected without its prior written consent. Corporation shall be permitted to settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is party. Neither Corporation nor Indemnitee will unreasonably withhold consent to any proposed settlement.

Notification and Defense of Claim. Not As a condition precedent to indemnification under this Agreement, not later than ten (10) 30 days after receipt by the Indemnitee of notice of the commencement of any ActionProceeding the Indemnitee shall, Indemnitee will notify Corporation of the commencement thereof if a claim in respect thereof of the Proceeding is to be made against the Corporation under this Agreement, but notify the omission Corporation in writing of the commencement of the Proceeding. The failure to so properly notify the Corporation will shall not relieve it the Corporation from any liability which it may have to the Indemnitee otherwise than under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the CorporationAgreement. With respect to any such Action Proceeding as to which the Indemnitee so notifies the Corporation of the commencement thereofcommencement: (a) The Corporation will shall be entitled to participate therein in the Proceeding at its own expense;. (b) except Except as otherwise provided belowin this Section 14, to the extent that it may wishCorporation may, Corporation at its option and jointly with any other indemnifying party similarly notified will be entitled and electing to assume such defense, assume the defense thereofof the Proceeding, with legal counsel reasonably satisfactory to the Indemnitee. After notice from Corporation to Indemnitee of its election to assume the defense thereof, Corporation will not be liable to Indemnitee under this Agreement for any legal or other Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation incurred or as otherwise provided below. The Indemnitee shall have the right to employ its use separate legal counsel in such Action the Proceeding, but the Corporation shall not be liable to the Indemnitee under this Agreement, including Section 10 above, for the fees and expenses of such separate legal counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee defense, unless (i) the employment of counsel by Indemnitee has been authorized in writing by the Board, (ii) Indemnitee shall have reasonably concluded concludes that there may be a conflict of interest between the Corporation and the Indemnitee in the conduct of the defense of such Action the Proceeding, or (iiiii) the Corporation shall does not in fact have employed use legal counsel to assume the defense of such Action, in each of which cases the Expenses of Indemnitee’s separate counsel shall be paid by CorporationProceeding. The Corporation shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Corporation or as to which the Indemnitee shall have has made the conclusion provided for in (iii) above; and. (c) Indemnitee shall provide the Corporation such information and cooperation in connection with the Proceeding as may be reasonably appropriate. (d) If two or more persons who may be entitled to indemnification from the Corporation, including the Indemnitee, are parties to any Proceeding, the Corporation may require the Indemnitee to use the same legal counsel as the other parties. The Indemnitee shall have the right to use separate legal counsel in the Proceeding, but the Corporation shall not be liable to the Indemnitee under this Agreement, including Section 10 above, for the fees and expenses of separate legal counsel incurred after notice from the Corporation of the requirement to use the same legal counsel as the other parties, unless the Indemnitee reasonably concludes that there may be a conflict of interest between the Indemnitee and any of the other parties required by the Corporation to be represented by the same legal counsel. (e) The Corporation shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Action Proceeding effected without its prior written consent, which shall not be unreasonably withheld. The Indemnitee shall permit the Corporation shall be permitted to settle any Action Proceeding that the Corporation assumes the defense of, except that it the Corporation shall not without Indemnitee’s written consent (i) settle any Action action or claim in any manner which that would impose any penalty or limitation on the Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is party. Neither Corporation nor Indemnitee will unreasonably withhold consent to any proposed settlementwithout the Indemnitee’s written consent.

Notification and Defense of Claim. Not later than ten (10) days after receipt by As a condition precedent to his right to be indemnified, the Indemnitee of notice of must notify the commencement Corporation in writing as soon as practicable of any Actionaction, Indemnitee suit, proceeding or investigation involving him for which indemnity will notify Corporation of the commencement thereof if a claim in respect thereof is to or could be made against Corporation under this Agreement, but the omission to so notify Corporation will not relieve it from any liability which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the Corporationsought. With respect to any such Action as to action, suit, proceeding or investigation of which Indemnitee notifies the Corporation of is so notified, the commencement thereof: (a) Corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled expense and/or to assume the defense thereofthereof at its own expense, with legal counsel reasonably satisfactory acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the defense thereof, Corporation will shall not be liable to the Indemnitee under this Agreement for any legal or other Expenses expenses subsequently incurred by the Indemnitee in connection with the defense thereof such claim, other than reasonable costs of investigation incurred or as otherwise provided belowbelow in this Section 8. The Indemnitee shall have the right to employ its separate his own counsel in connection with such Action claim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized in writing by the BoardCorporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Action action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Actionaction, in each of which cases the Expenses fees and expenses of Indemnitee’s separate counsel for the Indemnitee shall be paid at the expense of the Corporation, except as otherwise expressly provided by Corporationthis Article. The Corporation shall not be entitled entitled, without the consent of the Indemnitee, to assume the defense of any action, suit or proceeding claim brought by or on behalf in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above; and (c) Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Action effected without its prior written consent. Corporation shall be permitted to settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is party. Neither Corporation nor Indemnitee will unreasonably withhold consent to any proposed settlement.

Notification and Defense of Claim. Not later than ten (10) days after receipt As a condition precedent to Indemnitee’s right to be indemnified, Indemnitee agrees to notify the Corporation in writing as soon as reasonably practicable of any Proceeding for which indemnity will or could be sought by Indemnitee of notice of and provide the commencement Corporation with a copy of any Actionsummons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which Indemnitee will notify is served; provided, however, that the failure to give such notice shall not relieve the Corporation of the commencement thereof if a claim in respect thereof is its obligations to be made against Corporation Indemnitee under this Agreement, but the omission to so notify Corporation will not relieve it from any liability which it may have to Indemnitee under this Agreement or otherwise unless and only except to the extent extent, if any, that the Corporation is actually prejudiced by the failure to give such omission materially prejudices the Corporationnotice. With respect to any such Action as to Proceeding of which Indemnitee notifies the Corporation of is so notified, the commencement thereof: (a) Corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled expense and/or to assume the defense thereofthereof at its own expense, with legal counsel reasonably satisfactory acceptable to Indemnitee. After notice from the Corporation to Indemnitee of its election so to assume such defense, the defense thereof, Corporation will shall not be liable to the Indemnitee under this Agreement for any legal or other Expenses expenses subsequently incurred by the Indemnitee in connection with the defense thereof such Proceeding, other than reasonable costs of investigation incurred or as otherwise provided belowbelow in this Paragraph 7. Indemnitee shall have the right to employ its separate Indemnitee’s own counsel in connection with such Action Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized in writing by the BoardCorporation, (ii) counsel to Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and Indemnitee in the conduct of the defense of such Action Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such ActionProceeding, in each of which cases the Expenses fees and expenses of Indemnitee’s separate counsel for Indemnitee shall be paid at the expense of the Corporation, except as otherwise expressly provided by Corporationthis Agreement. The Corporation shall not be entitled entitled, without the consent of Indemnitee, to assume the defense of any action, suit or proceeding claim brought by or on behalf in the right of the Corporation or as to which counsel for Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above; and (c) . The Corporation shall not be liable required to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Action Proceeding effected without its prior written consent. The Corporation shall be permitted to not settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action Proceeding in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is partywithout Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold its consent to any proposed settlement.

Notification and Defense of Claim. Not later than ten (10a) days after receipt by The Indemnitee of notice of shall notify the commencement Corporation in writing as soon as practicable of any Action, Indemnitee Proceeding for which indemnity will notify Corporation of the commencement thereof if a claim in respect thereof is to or could be made against Corporation under this Agreement, but the omission sought. The failure to so notify the Corporation will not relieve it the Corporation from any liability which that it may have to Indemnitee under this Agreement or otherwise unless and only (i) except to the extent that such omission materially prejudices the failure adversely affects the Corporation’s rights, legal position, ability to defend or ability to obtain insurance coverage with respect to such proceeding or (ii) otherwise than under the Corporation’s Certificate of Incorporation. With respect to any such Action as to Proceeding of which Indemnitee notifies the Corporation of is so notified, the commencement thereof: (a) Corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled expense and/or to assume the defense thereofthereof at its own expense, with legal counsel reasonably satisfactory acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the defense thereof, Corporation will shall not be liable to the Indemnitee under this Agreement for any legal or other Expenses expenses subsequently incurred by the Indemnitee in connection with the defense thereof such Proceeding, other than reasonable costs of investigation incurred or as otherwise provided belowbelow in this Section 6. The Indemnitee shall have the right to employ its separate his or her own counsel in connection with such Action Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized in writing by the BoardCorporation, (ii) counsel to the Indemnitee shall have reasonably concluded determined that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Action Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such ActionProceeding, in each of which cases the Expenses fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s separate counsel shall be paid by cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled entitled, without the consent of the Indemnitee, to assume the defense of any action, suit or proceeding claim brought by or on behalf in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion determination provided for in clause (ii) above; and. (cb) The Corporation shall not be liable required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Action Proceeding effected without its prior written consent. The Corporation shall be permitted to not settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action Proceeding in any manner which that would impose any penalty or limitation on the Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is partywithout the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Not later than ten thirty (1030) days after receipt by Indemnitee of notice of the commencement of any Actionaction, suit or proceeding, Indemnitee will notify Corporation of the commencement thereof will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to so notify the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the CorporationAgreement. With respect to any such Action action, suit or proceeding as to which Indemnitee notifies the Corporation of the commencement thereof: (a) the Corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election so as to assume the defense thereof, the Corporation will not be liable to Indemnitee under this Agreement for any legal or other Expenses expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation incurred or as otherwise provided below. Indemnitee shall have the right to employ its separate counsel in such Action action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized in writing by the BoardCorporation, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of such Action action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Actionaction, in each of which cases the Expenses fees and expenses of Indemnitee’s 's separate counsel shall be paid by at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Corporation or as to which Indemnitee shall have made the conclusion provided for in (ii) above; and (c) the Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Action action or claim effected without its prior written consent. The Corporation shall be permitted to settle any Action action except that it shall not without Indemnitee’s written consent (i) settle any Action action or claim in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is partywithout Indemnitee's written consent. Neither the Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement.

Notification and Defense of Claim. Not later than ten (10) days after receipt by As a condition precedent to the Indemnitee's right to be indemnified, the Indemnitee of notice of must notify the commencement Corporation in writing as soon as practicable of any Action, Indemnitee Proceeding for which indemnity will notify Corporation of the commencement thereof if a claim in respect thereof is to or could be made against Corporation under this Agreement, but the omission to so notify Corporation will not relieve it from any liability which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the Corporationsought. With respect to any such Action as to Proceeding of which Indemnitee notifies the Corporation of is so notified, the commencement thereof: (a) Corporation will be entitled to participate therein at its own expense; (b) expense and/or, except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereofthereof at its own expense, with legal counsel reasonably satisfactory acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the defense thereof, Corporation will shall not be liable to the Indemnitee under this Agreement for any legal or other Expenses expenses subsequently incurred by the Indemnitee in connection with the defense thereof such Proceeding, other than reasonable costs of investigation incurred or as otherwise provided belowbelow in this Paragraph 7. The Indemnitee shall have the right to employ its separate his or her own counsel in connection with such Action Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized in writing by the BoardCorporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Action Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such ActionProceeding, in each of which cases the Expenses fees and expenses of Indemnitee’s separate counsel for the Indemnitee shall be paid at the expense of the Corporation, except as otherwise expressly provided by Corporationthis Agreement. The Corporation shall not be entitled entitled, without the consent of the Indemnitee, to assume the defense of any action, suit or proceeding claim brought by or on behalf in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above; and (c) . The Corporation shall not be liable required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Action Proceeding effected without its prior written consent. The Corporation shall be permitted to not settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action Proceeding in any manner which would impose any penalty or limitation on the Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is partywithout the Indemnitee's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Not later than ten (10a) days Promptly after receipt by the Indemnitee of notice of the commencement of any Actionaction, suit, or proceeding, the Indemnitee will notify Corporation of the commencement thereof will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof, but the omission to so notify the Corporation will not relieve it the Corporation from any liability which it may have to the Indemnitee otherwise than under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the Corporation. Agreement. (b) With respect to any such Action action, suit, or proceeding as to which the Indemnitee so notifies Corporation of the commencement thereofCorporation: (ai) the Corporation will be entitled to participate therein at its own expense;; and (bii) except as otherwise subject to Section 6 hereof, if the Indemnitee shall have provided below, to his written affirmation of his good faith belief that his conduct did not constitute behavior of the extent kind described in Section 2(a) hereof and that it may wish, Corporation jointly with any other indemnifying party similarly notified will be he is entitled to indemnification hereunder, the Corporation may assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the defense thereof, Corporation will not be liable to the Indemnitee under this Agreement for any legal or other Expenses expenses subsequently incurred by the Indemnitee in connection with the defense thereof thereof, other than reasonable costs of investigation incurred or as otherwise provided below. The Indemnitee shall have the right to employ its separate counsel in such Action action, suit, or proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized in writing by the BoardCorporation, (ii) Indemnitee counsel designated by the Corporation to conduct such defense shall have not be reasonably concluded that there may be a conflict of interest between Corporation and Indemnitee in satisfactory to the conduct of the defense of such Action Indemnitee, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Actionaction, in each of which cases the Expenses fees and expenses of Indemnitee’s separate such counsel shall be paid by at the expense of the Corporation. Corporation For the purposes of clause (iii) above, the Indemnitee shall not be entitled to assume determine that counsel designated by the defense of any actionCorporation is not reasonably satisfactory if, suit or proceeding brought by or on behalf of Corporation or as to which among other reasons, the Indemnitee shall have made been advised by qualified counsel that, because of actual or potential conflicts of interest in the conclusion provided for in (ii) above; andmatter between the Indemnitee, other officers or directors similarly indemnified by the Corporation, and/or the Corporation, representation of the Indemnitee by counsel designated by the Corporation is likely to materially and adversely affect the Indemnitee's interest or would not be permissible under applicable canons of legal ethics. (c) The Corporation shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Action action or claim effected without its prior the Corporation's written consent. The Corporation shall be permitted to not settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action action or claim in any manner which would impose any penalty or limitation on the Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is partywithout the Indemnitee's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold consent to any proposed settlement.

Notification and Defense of Claim. Not later than ten thirty (1030) days --------------------------------- after receipt by Indemnitee Shareholder of notice of the commencement of any Actionaction, Indemnitee will notify Corporation of the commencement thereof suit or proceeding, Shareholder will, if a claim in respect thereof is to be made against Corporation PQC under this Agreement, notify PQC of the commencement thereof but the omission so to so notify Corporation PQC will not relieve it PQC from any liability which it may have to Indemnitee Shareholder otherwise than under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the CorporationAgreement. With respect to any such Action action, suit, or proceeding as to which Indemnitee Shareholder notifies Corporation PQC of the commencement thereof: (ai) Corporation PQC will be entitled to participate therein at its own expense; (bii) except Except as otherwise provided below, to the extent that it may wish, Corporation PQC jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to IndemniteeShareholder. After notice from Corporation PQC to Indemnitee Shareholder of its election so as to assume the defense thereof, Corporation PQC will not be liable to Indemnitee Shareholder under this Agreement for any legal or other Expenses expenses subsequently incurred by Indemnitee Shareholder in connection with the defense thereof other than reasonable costs of investigation incurred or as otherwise provided below. Indemnitee Shareholder shall have the right to employ its separate the Shareholder's counsel in such Action action, suit, or proceeding but the fees and expenses of such counsel incurred after notice from Corporation PQC of its assumption of the defense thereof shall be at the expense of Indemnitee Shareholder unless (iA) the employment of counsel by Indemnitee Shareholder has been authorized in writing by the BoardPQC, (iiB) Indemnitee Shareholder shall have reasonably concluded that there may be a conflict of interest between Corporation PQC and Indemnitee Shareholder in the conduct of the defense of such Action action or (iiiC) Corporation PQC shall not in fact have reasonably promptly employed counsel to assume the defense of such Actionaction, in each of which cases the Expenses fees and expenses of Indemnitee’s Shareholder's separate counsel shall be paid by Corporationat the expense of PQC. Corporation PQC shall not be entitled to assume the defense of any action, suit suit, or proceeding brought by or on behalf of Corporation PQC or as to which Indemnitee Shareholder shall have made the conclusion provided for in (iiB) above; and (ciii) Corporation PQC shall not be liable to indemnify Indemnitee Shareholder under this Agreement for any amounts paid in settlement of any Action action or claim effected without its prior written consent. Corporation PQC shall be permitted to settle any Action action except that it shall not without Indemnitee’s written consent (i) settle any Action action or claim in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is partyShareholder without Shareholder's written consent. Neither Corporation PQC nor Indemnitee Shareholder will unreasonably withhold its consent to any proposed settlement.

Notification and Defense of Claim. Not later than ten (10) days Promptly after receipt by the Indemnitee of notice of the commencement of any ActionProceeding, the Indemnitee will notify Corporation of the commencement thereof will, if a claim in respect thereof is to be made against Corporation the General Partner or the Partnership under this Agreement, but notify the Partnership in writing of the commencement thereof. The omission or delay by the Indemnitee to so notify Corporation the Partnership will not relieve it the Partnership from any liability which that it may have to the Indemnitee under this Agreement or otherwise unless and only otherwise, except to the extent that the Partnership may suffer material prejudice by reason of such omission materially prejudices the Corporationfailure or delay. With Notwithstanding any other provision of this Agreement, with respect to any such Action Proceeding as to which the Indemnitee notifies Corporation gives notice to the Partnership of the commencement thereof: (a) Corporation The Partnership will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided belowin this Section 9(b), to the extent that it may wish, Corporation the Partnership, jointly with any other indemnifying party similarly notified will notified, shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to the Indemnitee. After prior written notice from Corporation the Partnership to the Indemnitee of its election to so assume the defense thereof, Corporation will the Partnership shall not be liable to the Indemnitee under this Agreement for any legal or other Expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation incurred or as otherwise provided below. The Indemnitee shall have the right to employ its separate the Indemnitee’s own counsel in such Action Proceeding, but the fees and expenses Expenses of such counsel incurred after such notice from Corporation the Partnership of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized in writing by the Board, Partnership; (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between Corporation the Partnership and the Indemnitee in the conduct of the defense of such Action Proceeding, and such determination by the Indemnitee shall be supported by an opinion of counsel, which opinion shall be reasonably acceptable to the Partnership; or (iii) Corporation the Partnership shall not in fact have employed counsel to assume the defense of such Actionthe Proceeding, in each of which cases the fees and Expenses of Indemnitee’s separate counsel shall be paid by Corporationat the expense of the Partnership. Corporation The Partnership shall not be entitled to assume the defense of any action, suit Proceeding brought directly by the Partnership or proceeding brought by or on behalf of Corporation General Partner or as to which the Indemnitee shall have made reached the conclusion provided for in clause (ii) above; and. (c) Corporation The General Partner and the Partnership shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Action effected Proceeding without its their prior written consent, which consent shall not be unreasonably withheld. Corporation The Partnership shall not be permitted required to obtain the consent of the Indemnitee to settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action Proceeding which the Partnership has undertaken to defend if the Partnership assumes full and sole responsibility for such settlement and such settlement grants the Indemnitee a complete and unqualified release in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action potential liability. The Partnership shall have no obligation to which indemnify the Indemnitee is party. Neither Corporation nor Indemnitee will unreasonably withhold consent under this Agreement with regard to any proposed settlementjudicial award issued in a Proceeding, or any related Expenses of the Indemnitee, if the Partnership was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such Proceeding, except to the extent the Partnership was not materially prejudiced thereby. (d) If, at the time of the receipt of a notice of a claim pursuant to this Section 9, the General Partner or the Partnership has director and officer liability insurance in effect, the Partnership shall give prompt notice of the commencement of the Proceeding for which indemnification is sought to the insurers in accordance with the procedures set forth in the respective policies. The Partnership shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of the policies.

Notification and Defense of Claim. Not later than ten (10) days Promptly after receipt by the Indemnitee of notice of the commencement of any ActionProceeding, the Indemnitee will notify Corporation of the commencement thereof will, if a claim in respect thereof is to be made against Corporation the General Partner or the Partnership under this Agreement, but notify the Partnership in writing of the commencement thereof. The omission or delay by the Indemnitee to so notify Corporation the Partnership will not relieve it the Partnership from any liability which that it may have to the Indemnitee under this Agreement or otherwise unless and only otherwise, except to the extent that the Partnership may suffer material prejudice by reason of such omission materially prejudices the Corporationfailure or delay. With Notwithstanding any other provision of this Agreement, with respect to any such Action Proceeding as to which the Indemnitee notifies Corporation gives notice to the Partnership of the commencement thereof: (a) Corporation The Partnership will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided belowin this Section 13(b), to the extent that it may wish, Corporation the Partnership, jointly with any other indemnifying party similarly notified will notified, shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to the Indemnitee. After prior written notice from Corporation the Partnership to the Indemnitee of its election to so assume the defense thereof, Corporation will the Partnership shall not be liable to the Indemnitee under this Agreement for any legal or other Expenses Expense subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation incurred or as otherwise provided below. The Indemnitee shall have the right to employ its separate the Indemnitee’s own counsel in such Action Proceeding, but the fees and expenses Expenses of such counsel incurred after such notice from Corporation the Partnership of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized in writing by the BoardPartnership, such authorization not to be unreasonably withheld; (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between Corporation the Partnership and the Indemnitee in the conduct of the defense of such Action Proceeding, and such determination by the Indemnitee shall be supported by an opinion of counsel, which opinion shall be reasonably acceptable to the Partnership; or (iii) Corporation the Partnership shall not in fact have employed counsel to assume the defense of such Actionthe Proceeding, in each of which cases the fees and Expenses of Indemnitee’s separate counsel shall be paid by Corporationat the expense of the Partnership. Corporation The Partnership shall not be entitled to assume the defense of any action, suit Proceeding brought directly by the Partnership or proceeding brought by or on behalf of Corporation General Partner or as to which the Indemnitee shall have made reached the conclusion provided for in clause (ii) above; and. (c) Corporation The General Partner and the Partnership shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Action effected Proceeding without its their prior written consent, which consent shall not be unreasonably withheld. Corporation The Partnership shall not be permitted required to obtain the consent of the Indemnitee to settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action Proceeding which the Partnership has undertaken to defend if the Partnership assumes full and sole responsibility for such settlement and such settlement grants the Indemnitee a complete and unqualified release in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action potential liability. The Partnership shall have no obligation to which indemnify the Indemnitee is party. Neither Corporation nor Indemnitee will unreasonably withhold consent under this Agreement with regard to any proposed settlementjudicial award issued in a Proceeding, or any related Expenses of the Indemnitee, if the Partnership was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such Proceeding, except to the extent the Partnership was not materially prejudiced thereby. (d) If, at the time of the receipt of a notice of a claim pursuant to this Section 13, the General Partner or the Partnership has director and officer liability insurance in effect, the Partnership shall give prompt notice of the commencement of the Proceeding for which indemnification is sought to the insurers in accordance with the procedures set forth in the respective policies. The Partnership shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of the policies.

Notification and Defense of Claim. Not later than ten (10) days after receipt As a condition precedent to Indemnitee's right to be indemnified, Indemnitee agrees to notify the Corporation in writing as soon as reasonably practicable of any Proceeding for which indemnity will or could be sought by Indemnitee of notice of and provide the commencement Corporation with a copy of any Actionsummons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which Indemnitee will notify is served; provided, however, that the failure to give such notice shall not relieve the Corporation of the commencement thereof if a claim in respect thereof is its obligations to be made against Corporation Indemnitee under this Agreement, but the omission to so notify Corporation will not relieve it from any liability which it may have to Indemnitee under this Agreement or otherwise unless and only except to the extent extent, if any, that the Corporation is actually prejudiced by the failure to give such omission materially prejudices the Corporationnotice. With respect to any such Action as to Proceeding of which Indemnitee notifies the Corporation of is so notified, the commencement thereof: (a) Corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled expense and/or to assume the defense thereofthereof at its own expense, with legal counsel reasonably satisfactory acceptable to Indemnitee. After notice from the Corporation to Indemnitee of its election so to assume such defense, the defense thereof, Corporation will shall not be liable to the Indemnitee under this Agreement for any legal or other Expenses expenses subsequently incurred by the Indemnitee in connection with the defense thereof such Proceeding, other than reasonable costs of investigation incurred or as otherwise provided belowbelow in this Paragraph 7. Indemnitee shall have the right to employ its separate Indemnitee's own counsel in connection with such Action Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized in writing by the BoardCorporation, (ii) counsel to Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and Indemnitee in the conduct of the defense of such Action Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such ActionProceeding, in each of which cases the Expenses fees and expenses of Indemnitee’s separate counsel for Indemnitee shall be paid at the expense of the Corporation, except as otherwise expressly provided by Corporationthis Agreement. The Corporation shall not be entitled entitled, without the consent of Indemnitee, to assume the defense of any action, suit or proceeding claim brought by or on behalf in the right of the Corporation or as to which counsel for Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above; and (c) . The Corporation shall not be liable required to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Action Proceeding effected without its prior written consent. The Corporation shall be permitted to not settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action Proceeding in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is partywithout Indemnitee's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold its consent to any proposed settlement.

Notification and Defense of Claim. Not later than ten (10) days after receipt As a condition precedent to his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought by him and provide the Corporation with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which he is served. The failure by Indemnitee of notice of to timely notify the commencement Corporation of any Action, Indemnitee will notify Corporation of the commencement thereof if a claim in respect thereof is to be made against Corporation under this Agreement, but the omission to so notify Corporation will Proceeding shall not relieve it the Corporation from any liability which it may have to Indemnitee under this Agreement or otherwise unless hereunder unless, and only to the extent that, the Corporation did not otherwise learn of such Proceeding and such failure results in forfeiture by the Corporation of substantial defenses, rights or insurance coverage that such omission materially prejudices the Corporation's position. With respect to any such Action as to Proceeding of which Indemnitee notifies the Corporation of is so notified, the commencement thereof: (a) Corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled expense and/or to assume the defense thereofthereof at its own expense, with legal counsel reasonably satisfactory acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the defense thereof, Corporation will shall not be liable to the Indemnitee under this Agreement for any legal or other Expenses expenses subsequently incurred by the Indemnitee in connection with the defense thereof such claim, other than reasonable costs of investigation incurred or as otherwise provided belowbelow in this Paragraph 6. The Indemnitee shall have the right to employ its separate his own counsel in connection with such Action claim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized in writing by the BoardCorporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of on such Action action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Actionaction, in each of which cases and fees and expenses of counsel for the Expenses of Indemnitee’s separate counsel Indemnitee shall be paid at the expense of the Corporation, except as otherwise expressly provided by Corporationthis Agreement. The Corporation shall not be entitled entitled, without the consent of the Indemnitee, to assume the defense of any action, suit or proceeding claim brought by or on behalf in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above; and (c) . The Corporation shall not be liable required to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Action effected without its prior written consent. Corporation shall be permitted to settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is party. Neither Corporation nor Indemnitee will unreasonably withhold consent to any proposed settlement.<PAGE>

Notification and Defense of Claim. Not later than ten (10) 30 days after receipt by Indemnitee of notice of the commencement of any ActionProceeding, Indemnitee will notify Corporation of the commencement thereof will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof but the omission so to so notify the Corporation will not relieve it the Corporation from any liability which it may have to Indemnitee otherwise than under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the CorporationAgreement. With respect to any such Action Proceeding as to which Indemnitee notifies the Corporation of the commencement thereof: (a) a. The Corporation will be entitled to participate therein at its own expense; (b) except b. Except as otherwise provided below, to the extent that it may wish, the Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election so as to assume the defense thereof, the Corporation will not be liable to Indemnitee under this Agreement for any legal or other Expenses expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation incurred or as otherwise provided below. Indemnitee shall have the right to employ its separate his or her counsel in such Action Proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized in writing by the BoardCorporation, (ii) Indemnitee shall have reasonably concluded that there may be is a material conflict of interest between the Corporation and Indemnitee in the conduct of the defense of such Action action which would impair the ability of the Corporation to adequately defend the interests of the Indemnitee, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Actionaction, in each of which cases the Expenses reasonable fees and expenses of Indemnitee’s 's separate counsel shall be paid by at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Corporation or as to which Indemnitee shall have made the conclusion provided for in (ii) above; and (c) c. The Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Action action or claim effected without its prior written consent. The Corporation shall be permitted to settle any Action action except that it shall not without Indemnitee’s written consent (i) settle any Action action or claim in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is partywithout Indemnitee's written consent. Neither the Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement.

Notification and Defense of Claim. Not As a condition precedent to indemnification under this Agreement, not later than ten (10) 30 days after receipt by the Indemnitee of notice of the commencement of any ActionProceeding the Indemnitee shall, Indemnitee will notify Corporation of the commencement thereof if a claim in respect thereof of the Proceeding is to be made against the Corporation under this Agreement, but notify the omission Corporation in writing of the commencement of the Proceeding. The failure to so properly notify the Corporation will shall not relieve it the Corporation from any liability which it may have to the Indemnitee otherwise than under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the CorporationAgreement. With respect to any such Action Proceeding as to which the Indemnitee so notifies the Corporation of the commencement thereofcommencement: (a) The Corporation will shall be entitled to participate therein in the Proceeding at its own expense;. (b) except Except as otherwise provided belowin this Section 14, to the extent that it may wishCorporation may, Corporation at its option and jointly with any other indemnifying party similarly notified will be entitled and electing to assume such defense, assume the defense thereofof the Proceeding, with legal counsel reasonably satisfactory to the Indemnitee. After notice from Corporation to Indemnitee of its election to assume the defense thereof, Corporation will not be liable to Indemnitee under this Agreement for any legal or other Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation incurred or as otherwise provided below. The Indemnitee shall have the right to employ its use separate legal counsel in such Action the Proceeding, but the Corporation shall not be liable to the Indemnitee under this Agreement, including Section 10 above, for the fees and expenses of such separate legal counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee defense, unless (i) the employment of counsel by Indemnitee has been authorized in writing by the Board, (ii) Indemnitee shall have reasonably concluded concludes that there may be a conflict of interest between the Corporation and the Indemnitee in the conduct of the defense of such Action the Proceeding, or (iiiii) the Corporation shall does not in fact have employed use legal counsel to assume the defense of such Action, in each of which cases the Expenses of Indemnitee’s separate counsel shall be paid by CorporationProceeding. The Corporation shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Corporation or as to which the Indemnitee shall have has made the conclusion provided for in (iii) above; and. (c) Indemnitee shall provide the Corporation such information and cooperation in connection with the Proceeding as may be reasonably appropriate. (d) If two or more persons who may be entitled to indemnification from the Corporation, including the Indemnitee, are parties to any Proceeding, the Corporation may require the Indemnitee to use the same legal counsel as the other parties. The Indemnitee shall have the right to use separate legal counsel in the Proceeding, but the Corporation shall not be liable to the Indemnitee under this Agreement, including Section 10 above, for the fees and expenses of separate legal counsel incurred after notice from the Corporation of the requirement to use the same legal counsel as the other parties, unless the Indemnitee reasonably concludes that there may be a conflict of interest between the Indemnitee and any of the other parties required by the Corporation to be represented by the same legal counsel. (e) The Corporation shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Action Proceeding effected without its prior written consent, which shall not be unreasonably withheld. The Indemnitee shall permit the Corporation shall be permitted to settle any Action Proceeding that the Corporation assumes the defense of, except that it the Corporation shall not without Indemnitee’s written consent (i) settle any Action action or claim in any manner which that would impose any penalty or limitation on the Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is party. Neither Corporation nor Indemnitee will unreasonably withhold consent to any proposed settlementwithout the Indemnitee's written consent.

Notification and Defense of Claim. Not later than ten (10a) days Promptly after receipt by Indemnitee PEAC or Xx. Xxx of notice of the commencement of any ActionProceeding, Indemnitee will notify Corporation of the commencement thereof PEAC and Xx. Xxx will, if a claim in respect thereof thereto is to be made against Corporation the FHLBA under this Agreement, but notify the omission FHLBA of the commencement thereof. Such notification shall include all documents and other information necessary for the FHLBA to determine whether PEAC and Xx. Xxx are entitled to indemnification and reasonably available to PEAC and Xx. Xxx. The failure so to notify the FHLBA will not relieve the FHLBA from any liability except to the extent that the FHLBA is prejudiced by such failure, nor will the failure to so notify Corporation will not the FHLBA relieve it the FHLBA from any liability which it may have to Indemnitee PEAC or Xx. Xxx otherwise than under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the CorporationAgreement. With respect to any such Action Proceeding as to which Indemnitee notifies Corporation of PEAC and Xx. Xxx so notify the commencement thereofFHLBA: (a1) Corporation the FHLBA will be entitled to participate therein at its own expense;; and (b2) except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled to the FHLBA may assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. . (b) After notice from Corporation the FHLBA to Indemnitee PEAC and Xx. Xxx of its election to assume the defense thereof, Corporation the FHLBA will not be liable to Indemnitee PEAC or Xx. Xxx under this Agreement or otherwise for any legal or other Expenses expenses subsequently incurred by Indemnitee PEAC or Xx. Xxx in connection with the defense thereof other than reasonable costs of investigation incurred or as otherwise provided below. Indemnitee PEAC and Xx. Xxx shall have the right to employ counsel of its separate counsel or his choosing in such Action Proceeding but the fees and expenses of such counsel incurred after notice from Corporation the FHLBA of its assumption of the defense thereof shall be at the expense of Indemnitee PEAC and Xx. Xxx unless (i) the employment of counsel by Indemnitee PEAC and Xx. Xxx has been authorized in writing by the BoardFHLBA, (ii) Indemnitee the FHLBA and PEAC and Xx. Xxx shall have reasonably concluded that there may be a conflict of interest between Corporation the FHLBA and Indemnitee PEAC and Xx. Xxx in the conduct of the defense of such Action Proceeding, or (iii) Corporation the FHLBA shall not in fact have employed failed or refused to employ counsel to assume the defense of such ActionProceeding, in each of which cases the Expenses reasonable fees and expenses of Indemnitee’s separate PEAC and Xx. Xxx’x counsel shall be paid by Corporation. Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of Corporation or as to which Indemnitee shall have made the conclusion provided for in (ii) above; andFHLBA. (c) Corporation The FHLBA shall not be liable to indemnify Indemnitee PEAC and Xx. Xxx under this Agreement for any amounts paid in settlement of any Action effected Proceeding without its prior written consent. Corporation The FHLBA shall be permitted to not settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action such Proceeding in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is partyPEAC and Xx. Xxx without PEAC and Xx. Xxx’x prior written consent. Neither Corporation the FHLBA nor Indemnitee PEAC and Xx. Xxx will unreasonably withhold his or its consent to any proposed settlement. (d) If the FHLBA and PEAC and Xx. Xxx employ the same legal counsel in connection with a Proceeding and there develops a conflict of interest between the FHLBA, on the one hand, and PEAC and Xx. Xxx, on the other, in the conduct of the defense of such Proceeding, then PEAC and Xx. Xxx agree to employ different counsel (the fees and expenses of which shall be paid by the FHLBA if such fees and expenses are otherwise payable pursuant to this Agreement) and to take all actions reasonably necessary to allow the FHLBA to continue to employ the counsel employed by both the FHLBA and PEAC and Xx. Xxx prior to such conflict arising.

Notification and Defense of Claim. Not later than ten (10) days after receipt by As a condition precedent to the Indemnitee’s right to be indemnified, the Indemnitee of notice of must notify the commencement Corporation in writing as soon as practicable of any Action, Indemnitee Proceeding for which indemnity will notify Corporation of the commencement thereof if a claim in respect thereof is to or could be made against Corporation under this Agreement, but the omission to so notify Corporation will not relieve it from any liability which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the Corporationsought. With respect to any such Action as to Proceeding of which Indemnitee notifies the Corporation of is so notified, the commencement thereof: (a) Corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled expense and/or to assume the defense thereofthereof at its own expense, with legal counsel reasonably satisfactory to of the Corporation’s choosing upon written consent by the Indemnitee, which consent shall not be unreasonably withheld. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the defense thereof, Corporation will shall not be liable to the Indemnitee under this Agreement for any legal or other Expenses expenses subsequently incurred by the Indemnitee in connection with the defense thereof such Proceeding, other than reasonable costs of investigation incurred or as otherwise provided belowbelow in this Section 7. The Indemnitee shall have the right to employ its separate his or her own counsel in connection with such Action Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized in writing by the BoardCorporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Action or (iii) Corporation shall not in fact have employed counsel to assume the defense of such Action, in each of which cases the Expenses of Indemnitee’s separate counsel shall be paid by Corporation. Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of Corporation or as to which Indemnitee shall have made the conclusion provided for in (ii) above; and (c) Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Action effected without its prior written consent. Corporation shall be permitted to settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is party. Neither Corporation nor Indemnitee will unreasonably withhold consent to any proposed settlement.Proceeding or

Notification and Defense of Claim. Not later than ten (10) days Promptly after receipt by the Indemnitee of notice of the commencement of any ActionProceeding, the Indemnitee will notify Corporation of the commencement thereof will, if a claim in respect thereof is to be made against Corporation the General Partner or the Partnership under this Agreement, but notify the Partnership in writing of the commencement thereof. The omission or delay by the Indemnitee to so notify Corporation the Partnership will not relieve it the Partnership from any liability which that it may have to the Indemnitee under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the Corporationotherwise. With Notwithstanding any other provision of this Agreement, with respect to any such Action Proceeding as to which the Indemnitee notifies Corporation gives notice to the Partnership of the commencement thereof: (a) Corporation The Partnership will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided belowin this Section 11(b), solely if requested by the Indemnitee, the Partnership shall assume the defense of the notified Proceeding with counsel approved by the Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to the Partnership of written notice of the Indemnitee’s election to do so. To the fullest extent permitted by law and subject to the other provisions of this Agreement, the Partnership’s assumption of the defense of a Proceeding in accordance with this Section 11(b) will constitute an irrevocable acknowledgement by the Partnership that any loss and liability suffered by the Indemnitee and Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such losses, liabilities, Expenses, judgments, penalties, fines and amounts paid in settlement) by or on behalf of the Indemnitee actually and reasonably incurred in connection therewith are indemnifiable by the Partnership under this Agreement (including, to the fullest extent permitted by law, that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to IndemniteeIndemnitee has met all applicable standards of conduct). After notice from Corporation to Indemnitee of its election to assume the defense thereof, Corporation will not be liable to Indemnitee under this Agreement for any legal or other Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation incurred or as otherwise provided below. The Indemnitee shall have the right to employ its separate the Indemnitee’s own counsel in such Action Proceeding, but the fees and expenses Expenses of such counsel incurred after such notice from Corporation the Partnership of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized in writing by the BoardPartnership, such authorization not to be unreasonably withheld; (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between Corporation the Partnership and the Indemnitee in the conduct of the defense of such Action Proceeding, and such determination by the Indemnitee shall be supported by an opinion of counsel, which opinion shall be reasonably acceptable to the Partnership; or (iii) Corporation the Partnership shall not in fact have employed counsel to assume the defense of such Actionthe Proceeding, in each of which cases the fees and Expenses of Indemnitee’s separate counsel shall be paid by Corporationat the expense of the Partnership. Corporation The Partnership shall not be entitled to assume the defense of any action, suit Proceeding brought directly by the Partnership or proceeding brought by or on behalf of Corporation General Partner or as to which the Indemnitee shall have made reached the conclusion provided for in clause (ii) above; and. (c) Corporation If, at the time of the receipt of a notice of a claim pursuant to this Section 11, the General Partner or the Partnership has director and officer liability insurance in effect, the Partnership shall not be liable give prompt notice of the commencement of the Proceeding for which indemnification is sought to indemnify Indemnitee under this Agreement for any the insurers in accordance with the procedures set forth in the respective policies. The Partnership shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts paid payable as a result of such Proceeding in settlement accordance with the terms of any Action effected without its prior written consent. Corporation shall be permitted to settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is party. Neither Corporation nor Indemnitee will unreasonably withhold consent to any proposed settlementthe policies.

Notification and Defense of Claim. Not later than ten (10) days Promptly after receipt by Indemnitee of notice of the commencement of any ActionProceeding, Indemnitee will notify Corporation of the commencement thereof will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to so notify the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the CorporationAgreement. With respect to any such Action Proceeding as to which Indemnitee notifies the Corporation of the commencement thereof: (a) The Corporation will be entitled to participate therein at its own expense; (b) except Except as otherwise provided below, to the extent that it may wish, the Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election to assume the defense thereof, the Corporation will not be liable to Indemnitee under this Agreement for any legal or other Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation incurred or as otherwise provided below. Indemnitee shall have the right to employ its separate his or her own counsel in such Action Proceeding, but the fees and expenses Expenses associated with the employment of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized in writing by the BoardCorporation, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of such Action Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such ActionProceeding, in each of which cases the Expenses of Indemnitee’s separate counsel shall be paid by at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of Corporation or as to which Indemnitee shall have made the conclusion provided for in (ii) above; and (c) Provided there has been no Change in Control, the Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Action Proceeding or any claim, issue or matter therein effected without its prior written consent, which consent shall not be unreasonably withheld. The Corporation shall be permitted to settle any Action Proceeding or any claim, issue or matter therein, except that it shall not settle any Proceeding or any claim, issue or matter therein in any manner that would impose any penalty, out-of-pocket liability, or limitation on Indemnitee without Indemnitee’s written consent (i) settle any Action in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is party. Neither Corporation nor Indemnitee will unreasonably withhold consent to any proposed settlementconsent.

Notification and Defense of Claim. Not later than ten (10) days Promptly after receipt by Indemnitee of notice of the commencement of any ActionProceeding, Indemnitee will notify Corporation of the commencement thereof will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to so notify the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the CorporationAgreement. With respect to any such Action Proceeding as to which Indemnitee notifies the Corporation of the commencement thereof: (a) the Corporation will be entitled to participate therein at its own expense; (b) except Except as otherwise provided below, to the extent that it may wish, the Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election to assume the defense thereof, the Corporation will not be liable to Indemnitee under this Agreement for any legal or other Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation incurred or as otherwise provided below. Indemnitee shall have the right to employ its separate his or her own counsel in such Action Proceeding, but the fees and expenses Expenses associated with the employment of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized in writing by the BoardCorporation, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of such Action Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such ActionProceeding, in each of which cases the Expenses of Indemnitee’s separate counsel shall be paid by at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of Corporation or as to which Indemnitee shall have made the conclusion provided for in (ii) above; and (c) Provided there has been no Change of Control, the Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Action Proceeding effected without its prior written consent. Corporation shall be permitted to settle any Action except that it , which consent shall not without Indemnitee’s written consent (i) settle any Action in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is party. Neither Corporation nor Indemnitee will unreasonably withhold consent to any proposed settlement.be unreasonably

Notification and Defense of Claim. Not later than ten (10a) days after receipt by The Indemnitee of notice of shall notify the commencement Corporation in writing as soon as reasonably practicable of any Action, Proceeding for which indemnity will or could be sought. The failure of Indemnitee will to timely notify the Corporation of the commencement thereof if a claim in respect thereof is to be made against Corporation under this Agreement, but the omission to so notify Corporation will hereunder shall not relieve it the Corporation from any liability which it may have to hereunder and any delay or failure in so notifying the Corporation shall not constitute a waiver by the Indemnitee under this Agreement or otherwise unless and only of any rights hereunder except to the extent that such omission failure actually and materially prejudices the interests of the Corporation. With respect to any such Action as to which Indemnitee notifies Corporation of the commencement thereof: (a) Corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from Corporation to Indemnitee of its election to assume the defense thereof, Corporation will not be liable to Indemnitee under this Agreement for any legal or other Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation incurred or as otherwise provided below. The Indemnitee shall have the right to employ its separate his or her own counsel in connection with such Action but Proceeding, and the fees and expenses of such counsel incurred after notice from Corporation of its assumption of for the defense thereof Indemnitee shall be at the expense of Indemnitee unless (i) the employment Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of counsel by Indemnitee has been authorized in writing by defending claims against the Board, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Corporation and Indemnitee in the conduct of the defense of such Action or Indemnitee. (iiib) Corporation shall not in fact have employed counsel to assume the defense of such Action, in each of which cases the Expenses of Indemnitee’s separate counsel shall be paid by Corporation. The Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of Corporation or as to which Indemnitee shall have made the conclusion provided for in (ii) above; and (c) Corporation shall not be liable required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Action Proceeding effected without its prior written consent. The Corporation shall be permitted to not settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action Proceeding in any manner which that would impose any penalty or limitation on the Indemnitee or otherwise impose any Losses on the Indemnitee that are not indemnified by the Corporation without the Indemnitee’s written consent (ii) settle with respect provided that prior to other parties (including Corporation) any part such settlement the Corporation shall acknowledge in writing the Indemnitee’s right to be indemnified for such Losses pursuant to this Agreement). Subject to the foregoing provisions of any Action to which Indemnitee is party. Neither this Section 6(b), neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Not later than ten (10) days after receipt by As a condition precedent to the Indemnitee's right to be indemnified, the Indemnitee of notice of must notify the commencement Corporation in writing as soon as practicable of any ActionProceeding for which indemnification will or could be sought; provided, Indemnitee will notify however, that the failure to provide such notice to the Corporation shall not relieve the Corporation of the commencement thereof if a claim in respect thereof is to be made against Corporation under this Agreement, but the omission to so notify Corporation will not relieve it from any liability which it may have to the Indemnitee under this Agreement or otherwise unless and only except to the extent that the Corporation is actually prejudiced by such omission materially prejudices the Corporationfailure. With respect to any such Action as to Proceeding of which Indemnitee notifies the Corporation of is so notified, the commencement thereof: (a) Corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled expense and/or to assume the defense thereofthereof at its own expense, with legal counsel reasonably satisfactory acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the defense thereof, Corporation will shall not be liable to the Indemnitee under this Agreement for any legal or 3 Amended-Restated Indemnification Agmt SBD 12-05 other Expenses expenses subsequently incurred by the Indemnitee in connection with the defense thereof such Proceeding, other than reasonable costs of investigation incurred or as otherwise provided belowbelow in this Section 7. The Indemnitee shall have the right to employ its separate his or her own counsel in connection with such Action Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (ia) the employment of counsel by the Indemnitee has been authorized in writing by the BoardCorporation, (iib) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Action Proceeding or (iiic) the Corporation shall not in fact have employed counsel to assume the defense of such ActionProceeding, in each of which cases the Expenses fees and expenses of Indemnitee’s separate counsel for the Indemnitee shall be paid at the expense of the Corporation, except as otherwise expressly provided by Corporationthis Agreement. The Corporation shall not be entitled entitled, without the consent of the Indemnitee, to assume the defense of any action, suit or proceeding claim brought by or on behalf in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (iib) above; and (c) . The Corporation shall not be liable required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Action Proceeding effected without its prior written consent. The Corporation shall be permitted to not settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action Proceeding in any manner which would impose any penalty or limitation on the Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is partywithout the Indemnitee's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Not later than ten (10) days after receipt As a condition precedent to the right of indemnification, Indemnitee agrees to notify the Company in writing as soon as practicable of any Proceeding for which indemnification will or could be sought by Indemnitee of notice of and provide the commencement Company with a copy of any Actionsummons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which Indemnitee will notify Corporation is served; provided that the failure of Indemnitee to give notice as provided herein shall not relieve the commencement thereof if a claim in respect thereof is to be made against Corporation Company of its obligations under this Agreement, but the omission to so notify Corporation will not relieve it from any liability which it may have to Indemnitee under this Agreement or otherwise unless and only except to the extent that the Company is adversely affected by such omission materially prejudices the Corporationfailure. With respect to any such Action as to Proceeding of which Indemnitee notifies Corporation of the commencement thereof: (a) Corporation Company is so notified, the Company will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled expense and/or to assume the defense thereofthereof at its own expense, with legal counsel reasonably satisfactory acceptable to Indemnitee. After notice from Corporation the Company to Indemnitee of its election so to assume such defense, the defense thereof, Corporation will Company shall not be liable to Indemnitee under this Agreement for any legal or other Expenses expenses subsequently incurred by Indemnitee in connection with the defense thereof such claim, other than reasonable costs of investigation incurred or as otherwise provided belowbelow in this Section 5. Indemnitee shall have the right to employ its separate Indemnitee’s own counsel in connection with such Action claim, but the fees and expenses of such counsel incurred after notice from Corporation the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized in writing by the BoardCompany, (ii) counsel to Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between Corporation the Company and Indemnitee in the conduct of the defense of such Action or action, (iii) Corporation counsel to Indemnitee reasonably concludes that Indemnitee may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with the position of other defendants in such Proceeding or (iv) the Company shall not in fact have employed counsel to assume the defense of such Actionaction, in each of which cases the Expenses fees and expenses of Indemnitee’s separate counsel for Indemnitee shall be paid at the expense of the Company, except as otherwise expressly provided by Corporationthis Agreement. Corporation The Company shall not be entitled entitled, without the consent of Indemnitee, to assume the defense of any action, suit or proceeding claim brought by or on behalf in the right of Corporation the Company or as to which counsel for Indemnitee shall have reasonably made the conclusion provided for in clauses (ii) or (iii) above; and (c) Corporation . The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Action effected without its prior written consent. Corporation shall be permitted to settle any Action except that it shall not Proceeding in any manner, without Indemnitee’s written consent consent, which (i) settle any Action in any manner which would impose any penalty or limitation on Indemnitee or Indemnitee, (ii) settle with includes an admission of fault of Indemnitee, or (iii) 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 other parties (including Corporation) any part of any Action to which Indemnitee is partyIndemnitee. Neither Corporation nor Indemnitee will not unreasonably withhold Indemnitee’s consent to any proposed settlement. In making the determination required to be made under Delaware law with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request therefor in accordance with Section 5 of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.

Notification and Defense of Claim. Not later than ten (10) days Promptly after receipt by Indemnitee of notice of the commencement of any Actionaction, Indemnitee will notify Corporation of suit or proceeding, the commencement thereof Director/Officer shall, if a claim for indemnification in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof, but the omission so to so notify the Corporation will not relieve it the Corporation from any liability which it that the Corporation may have to Indemnitee the Director/Officer under this Agreement or otherwise unless and only to the extent that such omission Corporation is materially prejudices the Corporationprejudiced thereby. With respect to any such Action action, suit or proceeding as to which Indemnitee the Director/Officer notifies the Corporation of the commencement thereof: (a) a. The Corporation will be entitled to participate therein at its own expense; (b) except b. Except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemniteethe Director/Officer. After notice from the Corporation to Indemnitee the Director/Officer of its the Corporation's election to assume the defense thereof, the Corporation will not be liable to Indemnitee the Director/Officer under this Agreement for any legal or other Expenses expenses subsequently incurred by Indemnitee the Director/Officer in connection with the defense thereof other than reasonable costs of investigation incurred or as otherwise provided below. Indemnitee The Director/Officer shall have the right to employ its separate the Director/Officer's own counsel in any such Action action, suit or proceeding, but the fees and expenses disbursements of such counsel incurred after notice from the Corporation of its the Corporation's assumption of the defense thereof shall be at the expense of Indemnitee the Director/Officer unless (i) the employment of counsel by Indemnitee the Director/Officer has been authorized in writing by the Board, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Corporation and Indemnitee in the conduct of the defense of such Action or (iii) Corporation shall not in fact have employed counsel to assume the defense of such Action, in each of which cases the Expenses of Indemnitee’s separate counsel shall be paid by Corporation. Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of Corporation or as to which Indemnitee shall have made the conclusion provided for in (ii) above; and (c) Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Action effected without its prior written consent. Corporation shall be permitted to settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is party. Neither Corporation nor Indemnitee will unreasonably withhold consent to any proposed settlement.been

Notification and Defense of Claim. Not later than ten thirty (1030) days after receipt by Indemnitee of notice of the commencement of any ActionProceeding, Indemnitee will notify Corporation of the commencement thereof will, if a claim in respect thereof is to be made against the Corporation under this Agreement, but notify the Corporation of the commencement thereof; provided, however, that the omission to so notify the Corporation will not relieve it the Corporation from any liability which it may have to Indemnitee otherwise than under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the CorporationAgreement. With respect to any such Action Proceeding as to which Indemnitee notifies the Corporation of the commencement thereof: (a) The Corporation will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided below, to the extent that it may wishCorporation may, Corporation at its option and jointly with any other indemnifying party similarly notified will be entitled and electing to assume such defense, 4 - INDEMNITY AGREEMENT assume the defense thereof, with legal counsel reasonably satisfactory to Indemnitee. After notice from Corporation to Indemnitee of its election to assume the defense thereof, Corporation will not be liable to Indemnitee under this Agreement for any legal or other Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation incurred or as otherwise provided below. Indemnitee shall have the right to employ its separate counsel in such Action Proceeding, but the Corporation shall not be liable to Indemnitee under this Agreement, including Section 8 hereof, for the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless defense, unless: (i) the employment of counsel by Indemnitee has been authorized in writing by the Board, (ii) Indemnitee shall have reasonably concluded concludes that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of such Action Proceeding; or (iiiii) the Corporation shall does not in fact have employed employ counsel to assume the defense of such Action, in each of which cases the Expenses of Indemnitee’s separate counsel shall be paid by CorporationProceeding. The Corporation shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Corporation or as to which Indemnitee shall have made the conclusion provided for in (iii) above; and. (c) If two or more persons who may be entitled to indemnification from the Corporation, including the Indemnitee, are parties to any Proceeding, the Corporation may require Indemnitee to engage the same legal counsel as the other parties. Indemnitee shall have the right to employ separate legal counsel in such Proceeding, but the Corporation shall not be liable to Indemnitee under this Agreement, including Section 8 hereof, for the fees and expenses of such counsel incurred after notice from the Corporation of the requirement to engage the same counsel as other parties, unless the Indemnitee reasonably concludes that there may be a conflict of interest between Indemnitee and any of the other parties required by the Corporation to be represented by the same legal counsel. (d) The Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Action Proceeding effected without its prior written consent, which shall not be unreasonably withheld. The Corporation shall be permitted to settle any Action Proceeding the defense of which it assumes, except that it the Corporation shall not without Indemnitee’s written consent (i) settle any Action action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent, which may be given or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is party. Neither Corporation nor Indemnitee will unreasonably withhold consent to any proposed settlementwithheld in Indemnitee's sole discretion.

Notification and Defense of Claim. Not later than ten (10) days Promptly after receipt by Indemnitee the Executive of notice of the commencement of any Actionaction, Indemnitee will notify Corporation of suit or proceeding, the commencement thereof Executive will, if a claim in respect thereof is to be made against the Corporation under this AgreementAgreement (other than under Section 2 hereof), notify the Corporation of the commencement thereof, but the omission to so notify the Corporation will not relieve it the Corporation from any liability which it may have to Indemnitee the Executive otherwise than under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the CorporationAgreement. With respect to any such Action action, suit or proceeding as to which Indemnitee the Executive so notifies Corporation of the commencement thereofCorporation: (a) The Corporation will be entitled to participate therein at its own expense;; and (b) except as otherwise Subject to Section 7 hereof, and if the Executive shall have provided below, to his written affirmation of his good faith belief that his conduct did not constitute behavior of the extent kind described in paragraph 3(a) hereof and that it may wish, Corporation jointly with any other indemnifying party similarly notified will be he is entitled to indemnification hereunder, the Corporation may assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Corporation to Indemnitee the Executive of its election so to assume such defense, the defense thereof, Corporation will not be liable to Indemnitee the Executive under this Agreement for any legal or other Expenses expenses subsequently incurred by Indemnitee the Executive in connection with the defense thereof thereof, other than reasonable costs of investigation incurred or as otherwise provided below. Indemnitee The Executive shall have the right to employ its separate counsel in such Action action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee the Executive unless (i) the employment of counsel by Indemnitee the Executive has been authorized in writing by the BoardCorporation, (ii) Indemnitee counsel designated by the Corporation to conduct such defense shall have not be reasonably concluded that there may be a conflict of interest between Corporation and Indemnitee in satisfactory to the conduct of the defense of such Action Executive or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Actionaction, in each of which cases the Expenses fees and expenses of Indemnitee’s separate such counsel shall be paid by at the expense of the Corporation. Corporation shall not be entitled to assume For the defense purposes of any action, suit or proceeding brought by or on behalf of Corporation or as to which Indemnitee shall have made the conclusion provided for in clause (ii) above; and (c) , the Executive shall be entitled to determine that counsel designated by the Corporation is not reasonably satisfactory if, among other reasons, the Executive shall have been advised by qualified counsel that, because of actual or potential conflicts of interest in the matter between the Executive, other officers or directors similarly indemnified by the Corporation, and/or the Corporation, representation of the Executive by counsel designated by the Corporation is likely to materially and adversely affect the Executive's interest or would not be permissible under applicable canons of legal ethics. The Corporation shall not be liable to indemnify Indemnitee the Executive under this Agreement for any amounts paid in settlement of any Action action or claim effected without its prior the Corporation's written consent. The Corporation shall be permitted to not settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action action or claim in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is partythe Executive without the Executive's written consent. Neither the Corporation nor Indemnitee the Executive will unreasonably withhold consent to any proposed settlement.

Notification and Defense of Claim. Not later than ten (10) days after receipt by As a condition precedent to the Indemnitee's right to be indemnified, the Indemnitee of notice of must notify the commencement Corporation in writing as soon as practicable of any ActionProceeding for which indemnification will or could be sought; provided, Indemnitee will notify however, that the failure to provide such notice to the Corporation shall not relieve the Corporation of the commencement thereof if a claim in respect thereof is to be made against Corporation under this Agreement, but the omission to so notify Corporation will not relieve it from any liability which it may have to the Indemnitee under this Agreement or otherwise unless and only except to the extent that the Corporation is actually prejudiced by such omission materially prejudices the Corporationfailure. With respect to any such Action as to Proceeding of which Indemnitee notifies the Corporation of is so notified, the commencement thereof: (a) Corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled expense and/or to assume the defense thereofthereof at its own expense, with legal counsel reasonably satisfactory acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the defense thereof, Corporation will shall not be liable to the Indemnitee under this Agreement for any legal or other Expenses expenses subsequently incurred by the Indemnitee in connection with the defense thereof such Proceeding, other than reasonable costs of investigation incurred or as otherwise provided belowbelow in this Section 7. The Indemnitee shall have the right to employ its separate his own counsel in connection with such Action Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (ia) the employment of counsel by the Indemnitee has been authorized in writing by the BoardCorporation, (iib) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Action Proceeding or (iiic) the Corporation shall not in fact have employed counsel to assume the defense of such ActionProceeding, in each of which cases the Expenses fees and expenses of Indemnitee’s separate counsel for the Indemnitee shall be paid at the expense of the Corporation, except as otherwise expressly provided by Corporationthis Agreement. The Corporation shall not be entitled entitled, without the consent of the Indemnitee, to assume the defense of any action, suit or proceeding claim brought by or on behalf in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (iib) above; and (c) . The Corporation shall not be liable required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Action Proceeding effected without its prior written consent. The Corporation shall be permitted to not settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action Proceeding in any manner which would impose any penalty or limitation on the Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is partywithout the Indemnitee's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Not later than ten ​ (10a) days after receipt by The Indemnitee of notice of shall notify the commencement Corporation in writing as soon as reasonably practicable of any Action, Proceeding for which indemnity will or could be sought. The failure of Indemnitee will to timely notify the Corporation of the commencement thereof if a claim in respect thereof is to be made against Corporation under this Agreement, but the omission to so notify Corporation will hereunder shall not relieve it the Corporation from any liability which it may have to hereunder and any delay or failure in so notifying the Corporation shall not constitute a waiver by the Indemnitee under this Agreement or otherwise unless and only of any rights hereunder except to the extent that such omission failure actually and materially prejudices the interests of the Corporation. With respect to any such Action as to which Indemnitee notifies Corporation of the commencement thereof: (a) Corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from Corporation to Indemnitee of its election to assume the defense thereof, Corporation will not be liable to Indemnitee under this Agreement for any legal or other Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation incurred or as otherwise provided below. The Indemnitee shall have the right to employ its separate his or her own counsel in connection with such Action but Proceeding, and the fees and expenses of such counsel incurred after notice from Corporation of its assumption of for the defense thereof Indemnitee shall be at the expense of Indemnitee unless (i) the employment Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate ​ ​ reasonably with the Corporation’s counsel to minimize the cost of counsel by Indemnitee has been authorized in writing by defending claims against the Board, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Corporation and Indemnitee in the conduct of the defense of such Action or Indemnitee. ​ (iiib) Corporation shall not in fact have employed counsel to assume the defense of such Action, in each of which cases the Expenses of Indemnitee’s separate counsel shall be paid by Corporation. The Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of Corporation or as to which Indemnitee shall have made the conclusion provided for in (ii) above; and (c) Corporation shall not be liable required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Action Proceeding effected without its prior written consent. The Corporation shall be permitted to not settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action Proceeding in any manner which that would impose any penalty or limitation on the Indemnitee or otherwise impose any Losses on the Indemnitee that are not indemnified by the Corporation without the Indemnitee’s written consent (ii) settle with respect provided that prior to other parties (including Corporation) any part such settlement the Corporation shall acknowledge in writing the Indemnitee’s right to be indemnified for such Losses pursuant to this Agreement). Subject to the foregoing provisions of any Action to which Indemnitee is party. Neither this Section 6(b), neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Not later than ten (10a) Indemnitee shall give the Corporation notice in writing as soon as reasonably practicable of any claim made against him/her for which indemnity will or could be sought under this Agreement. In addition, Indemnitee shall, at the Corporations’ expense give the Corporation such information and cooperation as it may reasonable require and as shall be within Indemnitee’s power. Notice to the Corporation shall be directed to Ryder System, Inc., 00000 XX 000xx Xxxxxx, Xxxxx, Xxxxxxx XX 00000, Attention: General Counsel (or such other address as the Corporation shall designate in writing to Indemnitee). Notices to Indemnitee shall be directed to the address set forth below the signature of the Indemnitee on this Agreement (or such other address as the Indemnitee shall designate in writing to the Corporation). Notices shall be deemed received three (3) days after the date postmarked, if sent by prepaid certified mail, return receipt by Indemnitee of notice of the commencement of any Actionrequested, Indemnitee will notify Corporation of the commencement thereof if a claim in respect thereof is to be made against Corporation under this Agreement, but the omission to so notify Corporation will not relieve it from any liability which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the Corporation. With respect to any such Action as to which Indemnitee notifies Corporation of the commencement thereof: (a) Corporation will be entitled to participate therein at its own expense;properly addressed. (b) except In the event the Corporation shall be obligated to pay the Expenses of Indemnitee with respect to a Proceeding, as otherwise provided belowin this Agreement, to the extent that it may wishCorporation, Corporation jointly with any other indemnifying party similarly notified will if appropriate, shall be entitled to assume the defense thereofof such Proceeding, with counsel reasonably satisfactory acceptable to Indemnitee. After notice from Corporation , upon the delivery to Indemnitee of written notice of its election to assume do so. After delivery of such notice, approval of such counsel by Indemnitee and the defense thereofretention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any legal or other Expenses fees of counsel subsequently incurred by Indemnitee in connection with respect to the defense thereof other than reasonable costs of investigation incurred or as otherwise same Proceeding, provided below. that Indemnitee shall have the right to employ its separate Indemnitee’s own counsel in such Action but Proceeding at Indemnitee’s own expense. Notwithstanding the fees and expenses above provisions of such this Section 14(b), the Corporation shall not be entitled to assume the defense of a Proceeding with counsel incurred after notice from Corporation of its assumption choosing, and all Expenses incurred by Indemnitee in defending such a Proceeding with Indemnitee’s own counsel shall be the obligation of the defense thereof shall be at the expense of Indemnitee unless Corporation, if (i) the employment of Indemnitee’s own counsel by Indemnitee has been previously authorized in writing by the Board, Corporation; (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of the defense of any such Action defense; or (iii) the Corporation shall not not, in fact fact, have employed counsel to assume the defense of such ActionProceeding, in each of which cases the Expenses of Indemnitee’s separate counsel shall be paid except as otherwise expressly provided by Corporationthis Agreement. The Corporation shall not be entitled entitled, without the consent of Indemnitee, to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above; and (c) Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Action effected without its prior written consent. Corporation shall be permitted to settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is party. Neither Corporation nor Indemnitee will unreasonably withhold consent to any proposed settlement.

Notification and Defense of Claim. Not later than ten (10) days after receipt by As a condition precedent to the Indemnitee’s right to be indemnified, the Indemnitee of notice of must notify the commencement Corporation in writing as soon as practicable of any Action, Indemnitee Proceeding for which indemnity will notify Corporation of the commencement thereof if a claim in respect thereof is to or could be made against Corporation under this Agreement, but the omission to so notify Corporation will not relieve it from any liability which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the Corporationsought. With respect to any such Action as to Proceeding of which Indemnitee notifies the Corporation of is so notified, the commencement thereof: (a) Corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled expense and/or to assume the defense thereofthereof at its own expense, with legal counsel reasonably satisfactory acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the defense thereof, Corporation will shall not be liable to the Indemnitee under this Agreement for any legal or other Expenses expenses subsequently incurred by the Indemnitee in connection with the defense thereof such Proceeding, other than reasonable costs of investigation incurred or as otherwise provided belowbelow in this Section 7. The Indemnitee shall have the right to employ its separate his or her own counsel in connection with such Action Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized in writing by the BoardCorporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Action Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such ActionProceeding, in each of which cases the Expenses fees and expenses of Indemniteecounsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indernnitee’s separate counsel shall be paid by cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled entitled, without the consent of the Indemnitee, to assume the defense of any action, suit or proceeding claim brought by or on behalf in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above; and (c) . The Corporation shall not be liable required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Action Proceeding effected without its prior written consent. The Corporation shall be permitted to not settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action Proceeding in any manner which that would impose any penalty or limitation on the Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is partywithout the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Not later than ten (10) days after receipt by As a condition precedent to the Indemnitee’s right to be indemnified, the Indemnitee of notice of must notify the commencement Corporation in writing as soon as practicable of any ActionProceeding for which indemnity will or could be sought; provided, Indemnitee will notify however, that the failure to provide such notice to the Corporation shall not relieve the Corporation of the commencement thereof if a claim in respect thereof is to be made against Corporation under this Agreement, but the omission to so notify Corporation will not relieve it from any liability which it may have to the Indemnitee under this Agreement or otherwise unless and only except to the extent that the Corporation is actually prejudiced by such omission materially prejudices the Corporationfailure. With respect to any such Action as to Proceeding of which Indemnitee notifies the Corporation of is so notified, the commencement thereof: (a) Corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled expense and/or to assume the defense thereofthereof at its own expense, with legal counsel reasonably satisfactory acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the defense thereof, Corporation will shall not be liable to the Indemnitee under this Agreement for any legal or other Expenses expenses subsequently incurred by the Indemnitee in connection with the defense thereof such Proceeding, other than reasonable costs of investigation incurred or as otherwise provided belowbelow in this Paragraph 7. The Indemnitee shall have the right to employ its separate his or her own counsel in connection with such Action Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized in writing by the BoardCorporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Action Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such ActionProceeding, in each of which cases the Expenses fees and expenses of Indemnitee’s separate counsel for the Indemnitee shall be paid at the expense of the Corporation, except as otherwise expressly provided by Corporationthis Agreement. The Corporation shall not be entitled entitled, without the consent of the Indemnitee, to assume the defense of any action, suit or proceeding claim brought by or on behalf in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above; and (c) . The Corporation shall not be liable required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Action Proceeding effected without its prior written consent. The Corporation shall be permitted to not settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action Proceeding in any manner which would impose any penalty or limitation on the Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is partywithout the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement. 8.

Notification and Defense of Claim. Not later than ten (10) days after receipt by Indemnitee of notice of the commencement As a condition precedent to his --------------------------------- right to be indemnified, Xxxx must notify Entrust in writing as soon as practicable of any Actionaction, Indemnitee suit, proceeding or investigation involving him for which indemnity will notify Corporation of the commencement thereof if a claim in respect thereof is to or could be made against Corporation under this Agreement, but the omission to so notify Corporation will not relieve it from any liability which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the Corporationsought. With respect to any such Action as to action, suit, proceeding or investigation of which Indemnitee notifies Corporation of the commencement thereof: (a) Corporation Entrust is so notified, it will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled expense and/or to assume the defense thereofthereof at its own expense, with legal counsel reasonably satisfactory acceptable to IndemniteeXxxx. After notice from Corporation Entrust to Indemnitee Xxxx of its election to assume the defense thereofsuch defense, Corporation will Entrust shall not be liable to Indemnitee under this Agreement Xxxx for any legal or other Expenses expenses subsequently incurred by Indemnitee Xxxx in connection with the defense thereof such claim, other than reasonable costs of investigation incurred or as otherwise provided belowbelow in this Section 4. Indemnitee Xxxx shall have the right to employ its separate his own counsel in connection with such Action claim, but the fees and expenses of such counsel incurred after notice from Corporation Entrust of its assumption of the defense thereof shall be at the expense of Indemnitee Xxxx unless (i) the employment of counsel by Indemnitee Xxxx has been authorized in writing by the BoardEntrust, (ii) Indemnitee counsel to Xxxx shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between Corporation Entrust and Indemnitee Xxxx in the conduct of the defense of such Action action or (iii) Corporation Entrust shall not in fact have employed counsel to assume the defense of such Actionaction, in each of which cases the Expenses fees and expenses of Indemnitee’s separate counsel for Xxxx shall be at the expense of Entrust, except as otherwise expressly provided by this Appendix A. With respect to the class action securities lawsuit referred to as In re Entrust Securities Litigation , No. 2-00-CV-119-TJW (E.D. Tex.), (i) counsel to the Company has reasonably concluded as of the execution of this Agreement that there is no conflict of interest or position on any significant issue between Entrust and Xxxx in the conduct of the defense of such action, and (ii) Entrust has and will continue, subject to the standards set forth in Paragraph 1 of this Appendix A, to employ counsel to defend both the Company and Xxxx in such action, the fees and expenses of which counsel shall be paid by Corporationat the expense of Entrust. Corporation Entrust shall not be entitled entitled, without the consent of Xxxx, to assume the defense of any action, suit or proceeding claim brought by or on behalf in the right of Corporation Entrust or as to which Indemnitee counsel for Xxxx shall have reasonably made the conclusion provided for in clause (ii) above; and (c) Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Action effected without its prior written consent. Corporation shall be permitted to settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is party. Neither Corporation nor Indemnitee will unreasonably withhold consent to any proposed settlement.

Notification and Defense of Claim. Not later than ten (10) days Promptly after receipt by Indemnitee of notice of any claim against Indemnitee or the commencement of any ActionProceeding, Indemnitee will notify Corporation of the commencement thereof will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the assertion of any such claim or the commencement thereof; but the omission so to so notify the Corporation will not relieve it from any liability under this Agreement unless such delay in notification actually prejudiced the Corporation (and then only to the extent the Corporation was actually prejudiced thereby) and, in addition, the Corporation shall not be relieved from any liability which it may have to Indemnitee otherwise than under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the CorporationAgreement. With respect to any such Action Proceeding as to which Indemnitee notifies the Corporation of the commencement thereof: (a) The Corporation will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided below, to the extent that it may wish, Corporation the Corporation, jointly with any other indemnifying party similarly notified notified, will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election so to assume the defense thereof, the Corporation will not be liable to Indemnitee under this Agreement for any legal or other Expenses fees or expenses subsequently actually and reasonably incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation incurred or as otherwise provided below. Indemnitee shall have the right to employ its separate his own counsel in such Action Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized in writing by the BoardCorporation, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of such Action action, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Actionaction, in each of which cases the Expenses fees and expenses of Indemnitee’s separate counsel shall be paid by at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Corporation or as to which Indemnitee shall have made the conclusion provided for in (ii) above; and. (c) The Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Action action or claim effected without its prior the Corporation's written consent. The Corporation shall be permitted to not settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action action or claim in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is partywithout Indemnitee's written consent. Neither the Corporation nor Indemnitee will unreasonably withhold consent to any proposed settlement.

Notification and Defense of Claim. Not later than ten (10a) days Promptly after receipt by the Indemnitee of notice of the commencement of any ActionProceeding, the Indemnitee will notify Corporation of the commencement thereof shall, if a claim in respect thereof is to be made against Corporation an Indemnitor under this Agreement, notify such Indemnitor of the commencement thereof, but the omission failure to so notify Corporation such Indemnitor will not relieve it the Indemnitor from any liability which it may have to the Indemnitee under this Agreement or otherwise unless and only (except to the extent that the Indemnitor is prejudiced by such omission materially prejudices the Corporationfailure). With respect to any such Action as to which Indemnitee notifies Corporation of the commencement thereofProceeding: (ai) Corporation will Indemnitor shall be entitled to participate therein at its own expense; (bii) except as otherwise provided below, to the extent that it may wish, Corporation jointly Except with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from Corporation to Indemnitee of its election to assume the defense thereof, Corporation will not be liable to Indemnitee under this Agreement for any legal or other Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation incurred or as otherwise provided below. Indemnitee shall have the right to employ its separate counsel in such Action but the fees and expenses of such counsel incurred after notice from Corporation of its assumption prior written consent of the defense thereof shall be at Indemnitee, the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized in writing by the Board, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Corporation and Indemnitee in the conduct of the defense of such Action or (iii) Corporation shall not in fact have employed counsel to assume the defense of such Action, in each of which cases the Expenses of Indemnitee’s separate counsel shall be paid by Corporation. Corporation Indemnitor shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of Corporation or as to which Indemnitee shall have made the conclusion provided for in (ii) above; andProceeding; (ciii) Corporation Indemnitor shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Action effected without its prior written consent. Corporation shall be permitted to settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s prior written consent (not to be unreasonably withheld or delayed); and (iv) The Indemnitee shall not settle any Proceeding without the Indemnitor’s prior written consent (not to be unreasonably withheld or delayed). (b) Upon written request by Indemnitee for indemnification pursuant to Section 6 hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made by the following person or persons empowered to make such determination: (i) the Board of Directors of Indemnitor by a majority vote of a quorum of directors of such Indemnitor who are not and were not parties to the Proceeding in respect of which indemnification is sought by Indemnitee (“Disinterested Directors”); or (ii) settle if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, said Disinterested Directors so direct, by a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (A) the Indemnitor or Indemnitee in any matter material to either such party; or (B) any other party to the Proceeding giving rise to a claim for indemnification hereunder (“Independent Counsel”) (notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Indemnitor or Indemnitee in an action to determine Indemnitee’s rights under this Agreement) in a written opinion to the Indemnitor’s Board of Directors, a copy of which shall be delivered to Indemnitee; or (iii) if so directed by said Disinterested Directors, by the stockholders of Indemnitor, and, if it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to other parties (Indemnitee’s entitlement to indemnification, including Corporation) providing to such person, persons or entity upon reasonable advance request any part documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel, member of any Action to which Indemnitee is party. Neither Corporation nor Indemnitee will unreasonably withhold consent to any proposed settlement.the Board of Directors, or stockholder of Indemnitor shall act reasonably and in good faith in making a determination under this Agreement of the Indemnitee’s entitlement to

Notification and Defense of Claim. Not later than ten (10a) Indemnitee shall give the Corporation notice in writing as soon as reasonably practicable of any claim for which Indemnitee will or may seek indemnification under this Agreement. In addition, Indemnitee shall, at the Corporations’ sole expense, give the Corporation such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power. Notice to the Corporation shall be directed to Ryder System, Inc., 00000 XX 000xx Xxxxxx, Xxxxx, Xxxxxxx XX 00000, Attention: General Counsel (or such other address as the Corporation shall designate in writing to Indemnitee). Notices to Indemnitee shall be directed to the address set forth below the signature of Indemnitee on this Agreement (or such other address as Indemnitee shall designate in writing to the Corporation). Notices to the Corporation shall be deemed received three (3) days after the date postmarked, if sent by prepaid certified mail, return receipt by Indemnitee of notice of the commencement of any Actionrequested, Indemnitee will notify Corporation of the commencement thereof if a claim in respect thereof is to be made against Corporation under this Agreement, but the omission to so notify Corporation will not relieve it from any liability which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the Corporation. With respect to any such Action as to which Indemnitee notifies Corporation of the commencement thereof: (a) Corporation will be entitled to participate therein at its own expense;properly addressed. (b) except In the event the Corporation shall be obligated to pay the Expenses of Indemnitee with respect to a Proceeding, as otherwise provided belowin this Agreement, to the extent that it may wishCorporation, Corporation jointly with any other indemnifying party similarly notified will if appropriate, shall be entitled to assume the defense thereofof such Proceeding, with counsel reasonably satisfactory acceptable to Indemnitee. After notice from Corporation , upon the delivery to Indemnitee of written notice of its election to assume do so. After delivery of such notice, approval of such counsel by Indemnitee and the defense thereofretention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any legal or other Expenses fees of counsel subsequently incurred by Indemnitee in connection with respect to the defense thereof other than reasonable costs of investigation incurred or as otherwise same Proceeding, provided below. that Indemnitee shall have the right to employ its separate Indemnitee’s own counsel in such Action but Proceeding at Indemnitee’s own expense. Notwithstanding the fees and expenses above provisions of such this Section 14(b), the Corporation shall not be entitled to assume or continue the defense of a Proceeding with counsel incurred after notice from Corporation of its assumption choosing, and all Expenses incurred by Indemnitee in defending such a Proceeding with Indemnitee’s own counsel shall be the obligation of the defense thereof shall be at the expense of Indemnitee unless Corporation, if (i) the employment of Indemnitee’s own counsel by Indemnitee has been previously authorized in writing by the Board, Corporation; (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position between Indemnitee and the Corporation or any affiliate of the Corporation, or reasonably believes that such a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of the defense of any such Action or defense; (iii) after a Change in Control, Indemnitee's employment of its own counsel has been approved by the Independent Counsel or the Continuing Directors, as applicable, or (iv) the Corporation shall not not, in fact fact, have employed counsel to assume the defense of such ActionProceeding, in each of which cases the Expenses of Indemnitee’s separate counsel shall be paid except as otherwise expressly provided by Corporationthis Agreement. The Corporation shall not be entitled entitled, without the consent of Indemnitee, to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above; and (c) Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Action effected without its prior written consent. Corporation shall be permitted to settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is party. Neither Corporation nor Indemnitee will unreasonably withhold consent to any proposed settlement.

Notification and Defense of Claim. Not later than ten (10a) days Promptly after receipt by the Indemnitee of notice of the commencement of any ActionProceeding, the Indemnitee will notify Corporation of the commencement thereof shall, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Secretary of the Corporation in writing of the commencement thereof and shall provide the Secretary with such documentation and information as is reasonably available to Indemnitee and reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification; but the an omission to so promptly notify the Corporation will not relieve it from any liability which it may have to the Indemnitee (i) under this Agreement or otherwise unless and only Agreement, except to the extent that the Corporation is actually and materially prejudiced in its defense of such omission materially prejudices Proceeding or (ii) otherwise than under this Agreement, including, without limitation, its liability to indemnify the Indemnitee under the Corporation. ’s By-laws. (b) With respect to any such Action as to which Indemnitee notifies Corporation of the commencement thereofProceeding: (a1) the Corporation will shall be entitled to participate therein at its own expense; (b2) except as otherwise provided below, to the extent that it may wish, the Corporation jointly with any other indemnifying party similarly notified will shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume the defense thereofthereof and approval by the Indemnitee of such counsel (which approval shall not be unreasonably withheld), the Corporation will not be liable to the Indemnitee under this Agreement for any legal or other Expenses expenses subsequently incurred by the Indemnitee for separate counsel in connection with the defense thereof other than reasonable costs of investigation incurred or as otherwise provided below. The Indemnitee shall have the right to employ its separate own counsel in such Action Proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of such counsel by the Indemnitee has been authorized in writing by the BoardCorporation, (ii) the Indemnitee shall have reasonably concluded (with written notice to the Corporation setting forth the basis for such conclusion) that there may be a conflict of interest between the Corporation and the Indemnitee in the conduct of the defense of such Action Proceeding, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such ActionProceeding, in each of which cases the Expenses fees and expenses of Indemnitee’s separate counsel shall be paid by at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Corporation or as to which the Indemnitee shall have made the conclusion provided for in (ii) above; above; and (c3) the Corporation shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Action Proceeding effected without its prior the Corporation’s written consent. The Corporation shall be permitted to not settle any Action except Proceeding in any manner that it shall not would impose any penalty, obligation or limitation on the Indemnitee without the Indemnitee’s written consent (i) settle any Action in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is partyconsent. Neither the Corporation nor the Indemnitee will unreasonably withhold their consent to any proposed settlement. (c) Except as otherwise required by applicable law, the determination of the Indemnitee’s entitlement to indemnification shall be made pursuant to and in accordance with the procedures set forth in the By-Laws in effect as of the date hereof, or any such procedures that may be more favorable to the Indemnitee that are set forth in the By-Laws in effect on the date Indemnitee provides the Secretary notice of the request for indemnification. (d) The parties intend and agree that, to the extent permitted by applicable law, in connection with any determination with respect to Xxxxxxxxxx’s entitlement to indemnification hereunder by any person: (1) it will be presumed that Indemnitee is entitled to indemnification under this Agreement and the Corporation or any other person or entity challenging such right will have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption; (2) the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, in and of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful; and (3) Indemnitee will be deemed to have acted in good faith if Indemnitee relies upon the books and records of the Corporation, including financial statements, or on information supplied to Indemnitee by the officers, employees, or committees of the board of directors of the Corporation, or on the advice of the Corporation’s legal counsel or other advisors (including financial advisors and accountants) or on information or records given in reports made to the Corporation by an independent certified public accountant or by an appraiser or other expert or advisor selected by the Corporation unless, in each case, Xxxxxxxxxx has knowledge concerning the matter in question that makes such reliance unwarranted. ◦ The provisions of this Section 6(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

Notification and Defense of Claim. Not later than ten (10) days Promptly after receipt by the Indemnitee of notice of the commencement of any Actionaction, suit or proceeding, the Indemnitee will notify Corporation of the commencement thereof shall, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but an omission so to notify the omission to so notify Corporation will not relieve it from any liability which it may have to the Indemnitee otherwise than under this Agreement or otherwise unless and only to the extent that such omission materially prejudices Agreement, including, without limitation, its liability under the Corporation's Restated Articles of Incorporation and Amended and Restated Bylaws. With respect to any such Action as to which Indemnitee notifies action, suit or proceeding: (1) the Corporation of the commencement thereof: (a) Corporation will shall be entitled to participate therein at its own expense; ; (b2) except as otherwise provided below, to the extent that it may wish, the Corporation jointly with any other indemnifying party similarly notified will shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume the defense thereof, the Corporation will not be liable to the Indemnitee under this Agreement for any legal or other Expenses expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation incurred or as otherwise provided below. The Indemnitee shall have the right to employ its separate counsel in such Action action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized in writing by the BoardCorporation, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and the Indemnitee in the conduct of the defense of such Action action, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Actionaction, in each of which cases the Expenses fees and expenses of Indemnitee’s separate counsel shall be paid by at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Corporation or as to which the Indemnitee shall have made the conclusion provided for in (ii) above; and (c) Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Action effected without its prior written consent. Corporation shall be permitted to settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is party. Neither Corporation nor Indemnitee will unreasonably withhold consent to any proposed settlement.and 2

Notification and Defense of Claim. Not later than ten (10) days Promptly after receipt by Indemnitee Director of notice of the commencement of any ActionProceeding, Indemnitee will notify Corporation of the commencement thereof Director shall, if a claim in respect thereof of the Proceeding is to be made against the Corporation under this Agreementhereunder, but notify the omission Corporation of the commencement thereof. The failure to so promptly notify the Corporation of the commencement of the Proceeding, or Director's request for indemnification, will not relieve it the Corporation from any liability which that it may have to Indemnitee under this Agreement or otherwise unless and only Director hereunder, except to the extent that the Corporation is prejudiced in its defense of such omission materially prejudices the CorporationProceeding as a result of such failure. With respect to any such Action Proceeding as to which Indemnitee the Director so notifies the Corporation of the commencement thereofcommencement: (a) The Corporation will shall be entitled to participate therein in the Proceeding at its own expense;. (b) except Except as otherwise provided belowin this Section 14, to the extent that it may wishCorporation may, Corporation at its option and jointly with any other indemnifying party similarly notified will be entitled and electing to assume such defense, assume the defense thereofof the Proceeding, with legal counsel reasonably satisfactory to Indemniteethe Director. After notice from Corporation to Indemnitee of its election to assume the defense thereof, Corporation will not be liable to Indemnitee under this Agreement for any legal or other Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation incurred or as otherwise provided below. Indemnitee The Director shall have the right to employ its use separate legal counsel in such Action the Proceeding, but the Corporation shall not be liable to the Director under this Agreement, including Section 9 above, for the fees and expenses Expenses of such separate legal counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee defense, unless (i) the employment of counsel by Indemnitee has been authorized in writing by the Board, (ii) Indemnitee shall have Director reasonably concluded concludes that there may be a conflict of interest between the Corporation and Indemnitee the Director in the conduct of the defense of such Action the Proceeding, or (iiiii) the Corporation shall does not in fact have employed use legal counsel to assume the defense of such Action, in each of which cases the Expenses of Indemnitee’s separate counsel shall be paid by CorporationProceeding. The Corporation shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Corporation or as to which Indemnitee shall have the Director has made the conclusion provided for in (iii) above; and. (c) If two or more persons who may be entitled to indemnification from the Corporation, including the Director, are parties to any Proceeding, the Corporation may require the Director to use the same legal counsel as the other parties. The Director shall have the right to use separate legal counsel in the Proceeding, but the Corporation shall not be liable to the Director under this Agreement, including Section 9 above, for the fees and Expenses of separate legal counsel incurred after notice from the Corporation of the requirement to use the same legal counsel as the other parties, unless the Director reasonably concludes that there may be a conflict of interest between the Director and any of the other parties required by the Corporation to be represented by the same legal counsel. (d) The Corporation shall not be liable to indemnify Indemnitee the Director under this Agreement for any amounts paid in settlement of any Action Proceeding effected without its prior written consent, which shall not be unreasonably withheld. The Corporation shall not be required to obtain the consent of the Director for the settlement of any Proceeding the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for each such settlement; provided, however, that the Corporation shall be permitted required to settle obtain Director’s prior written approval, which may be granted or withheld in Director’s sole, reasonable discretion, before entering into any Action except that it shall not without Indemnitee’s written consent settlement which (i) settle any Action in any manner which does not grant Director a complete and unqualified release of liability; (ii) would impose any penalty or limitation on Indemnitee Director, or (iib) settle with respect to other parties (including Corporation) would admit any part of any Action to which Indemnitee is party. Neither Corporation nor Indemnitee will unreasonably withhold consent to any proposed settlementliability or misconduct by Director.

Notification and Defense of Claim. Not later than ten (10) days As soon as practicable after receipt by Indemnitee Seller of actual notice of the commencement of any ActionProceeding, Indemnitee Seller will notify Corporation of the commencement CB&I thereof if a claim in respect thereof may be or is to be being made by a Seller Party against Corporation CB&I and/or CB&I Sub under this Agreement, but the omission to so notify Corporation will not relieve it from any liability which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the Corporation. With respect to any such Action Proceeding as to which Indemnitee notifies Corporation of the commencement thereofSeller has notified CB&I that a claim in respect thereof may be or is being made by a Seller Party against CB&I and/or CB&I Sub under this Agreement: (a) Corporation CB&I and CB&I Sub will be entitled to participate therein at its own expense;; and (b) except as otherwise provided below, to the extent that it CB&I and CB&I Sub may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from Corporation to Indemnitee selected at the sole and absolute discretion of its CB&I. Except as otherwise provided in the immediately following sentence, after CB&I and CB&I Sub notify Seller of their election to so assume the defense thereofsuch defense, Corporation neither CB&I nor CB&I Sub will not be liable to Indemnitee such Seller Party under this Agreement for any legal or other Expenses costs or expenses subsequently incurred by Indemnitee such Seller Party in connection with the defense thereof such defense, other than reasonable costs of investigation, including an investigation incurred or as otherwise provided belowin connection with determining whether there exists a conflict of interest of the type described in (ii) of this paragraph. Indemnitee Such Seller Party shall have the right to employ its separate counsel in such Action Proceeding but the fees and expenses of such counsel and any other costs and expenses incurred after notice from Corporation CB&I and CB&I Sub notify Seller of its assumption of the defense thereof shall be at the expense of Indemnitee such Seller Party unless (i) the employment of counsel by Indemnitee has been authorized CB&I authorizes in writing by the Board, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Corporation and Indemnitee in the conduct of the defense of such Action or (iii) Corporation shall not in fact have employed counsel to assume the defense of such Action, in each of which cases the Expenses of Indemnitee’s separate counsel shall be paid by Corporation. Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of Corporation or as to which Indemnitee shall have made the conclusion provided for in (ii) above; and (c) Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Action effected without its prior written consent. Corporation shall be permitted to settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is party. Neither Corporation nor Indemnitee will unreasonably withhold consent to any proposed settlement.writing

Notification and Defense of Claim. Not later than ten forty-five (1045) days after receipt by the Indemnitee of notice of the commencement of any ActionProceeding, the Indemnitee will notify Corporation of the commencement thereof will, if a claim in respect thereof of the Proceeding is to be made against the Corporation under this Agreement, but notify the Corporation of the commencement of the Proceeding. The omission to so notify the Corporation will not relieve it the Corporation from any liability which it may have to the Indemnitee otherwise than under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the CorporationAgreement. With respect to any such Action Proceeding as to which the Indemnitee notifies the Corporation of the commencement thereofcommencement: (a) The Corporation will be entitled to participate therein in the Proceeding at its own expense;. (b) except Except as otherwise provided below, to the extent that it may wishCorporation may, Corporation at its option and jointly with any other indemnifying party similarly notified will be entitled and electing to assume such defense, assume the defense thereof, of the Proceeding with legal counsel reasonably satisfactory to the Indemnitee. After notice from Corporation to Indemnitee of its election to assume the defense thereof, Corporation will not be liable to Indemnitee under this Agreement for any legal or other Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation incurred or as otherwise provided below. The Indemnitee shall have the right to employ its use separate legal counsel in such Action the Proceeding, but the Corporation shall not be liable to the Indemnitee under this Agreement, including Section 8 above, for the fees and expenses of such separate legal counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee defense, unless (i) the employment of counsel by Indemnitee has been authorized in writing by the Board, (ii) Indemnitee shall have reasonably concluded concludes that there may be a conflict of interest between the Corporation and the Indemnitee in the conduct of the defense of such Action the Proceeding, or (iiiii) the Corporation shall does not in fact have employed use legal counsel to assume the defense of such Action, in each of which cases the Expenses of Indemnitee’s separate counsel shall be paid by CorporationProceeding. The Corporation shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Corporation or as to which the Indemnitee shall have made the conclusion provided for in (iii) above; and. (c) If two or more persons who may be entitled to indemnification from the Corporation, including the Indemnitee, are parties to any Proceeding, the Corporation may require the Indemnitee to use the same legal counsel as the other parties. The Indemnitee shall have the right to use separate legal counsel in the Proceeding, but the Corporation shall not be liable to the Indemnitee under this Agreement, including Section 8 above, for the fees and expenses of separate legal counsel incurred after notice from the Corporation of the requirement to use the same legal counsel as the other parties, unless the Indemnitee reasonably concludes that there may be a conflict of interest between the Indemnitee and any of the other parties required by the Corporation to be represented by the same legal counsel. (d) The Corporation shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Action Proceeding effected without its prior written consent, which shall not be unreasonably withheld. The Indemnitee shall permit the Corporation shall be permitted to settle any Action Proceeding that the Corporation assumes the defense of, except that it the Corporation shall not without Indemnitee’s written consent (i) settle any Action action or claim in any manner which that would impose any penalty or limitation on the Indemnitee or (ii) settle with respect be otherwise prejudicial to other parties (including Corporation) any part of any Action to which Indemnitee is party. Neither Corporation nor Indemnitee will unreasonably withhold consent to any proposed settlementhis or her best interests without the Indemnitee’s written consent.

Notification and Defense of Claim. Not later than ten (10) days after receipt by As a condition precedent to his right to be indemnified, the Indemnitee of notice of must notify the commencement Corporation in writing as soon as practicable of any Actionaction, Indemnitee suit, proceeding or investigation involving him for which indemnity will notify Corporation of the commencement thereof if a claim in respect thereof is to or could be made against Corporation under this Agreement, but the omission to so notify Corporation will not relieve it from any liability which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the Corporationsought. With respect to any such Action as to action, suit, proceeding or investigation of which Indemnitee notifies the Corporation of is so notified, the commencement thereof: (a) Corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled expense and/or to assume the defense thereofthereof at its own expense, with legal counsel reasonably satisfactory acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the defense thereof, Corporation will shall not be liable to the Indemnitee under this Agreement for any legal or other Expenses expenses subsequently incurred by the Indemnitee in connection with the defense thereof such claim, other than reasonable costs of investigation incurred or as otherwise provided belowbelow in this Section (5). The Indemnitee shall have the right to employ its separate his own counsel in connection with such Action claim, but the fees ss and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized in writing by the BoardCorporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Action action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Actionaction, in each of which cases the Expenses fees and expenses of Indemnitee’s separate counsel for the Indemnitee shall be paid at the expense of the Corporation, except as otherwise expressly provided by Corporationthis ARTICLE EIGHTH. The Corporation shall not be entitled entitled, without the consent of the Indemnitee, to assume the defense of any action, suit or proceeding claim brought by or on behalf in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above; and (c) Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Action effected without its prior written consent. Corporation shall be permitted to settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is party. Neither Corporation nor Indemnitee will unreasonably withhold consent to any proposed settlement.

Notification and Defense of Claim. Not later than ten (10) days Promptly after receipt by Indemnitee Officer of notice of the commencement of any action, suit or proceeding for which a claim of indemnification may be made under this Agreement ("Action"), Indemnitee Officer will notify the Corporation of the commencement thereof if a claim in respect thereof is to be made against Corporation under this Agreement, such commencement; but the omission so to so notify the Corporation will not relieve it the Corporation from any liability which it may have to Indemnitee Officer otherwise than under this Agreement or otherwise unless and only to so long as the extent that such omission rights of the Corporation in the defense of its rights in the Action have not been materially prejudices the Corporationcompromised. With respect to any such an Action as to which Indemnitee officer notifies the Corporation of the commencement thereofits commencement: (a) The Corporation will be entitled to participate therein in an Action at its own expense; (b) except Except as otherwise provided below, to the extent that it may wish, Corporation the Corporation, jointly with any other indemnifying party similarly notified notified, will be entitled to assume the defense thereofof an Action, with counsel reasonably satisfactory to IndemniteeOfficer. After notice from the Corporation to Indemnitee Officer of its election so to assume the defense thereofof an Action, the Corporation will not be liable to Indemnitee Officer under this Agreement for any legal or other Expenses expenses subsequently incurred by Indemnitee Officer in connection with the defense thereof other than reasonable costs of investigation incurred or as otherwise provided below. Indemnitee Officer shall have the right to employ its separate his counsel in such Action Action, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee Officer unless (i) the employment of counsel by Indemnitee Officer has been authorized in writing by the BoardCorporation, such authorization to be conclusively established by action of a majority of disinterested members of the Board of Directors though less than a quorum, (ii) Indemnitee Officer and the Corporation shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee Officer in the conduct of the defense of such Action Action, such conflict of interest to be conclusively established by an opinion of the Corporation's outside counsel to such effect, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Action, in . In each of which the foregoing cases the Expenses fees and expenses of Indemnitee’s separate counsel shall be paid by at the expense of the Corporation. Corporation shall not be entitled Notwithstanding the foregoing, and subject to assume the governing instruments of applicable insurance coverages, if an insurance company has supplied directors' and officers' liability insurance covering an Action, then such insurance company must approve and may employ counsel to conduct the defense of any action, suit or proceeding brought by or on behalf of such Action unless Officer and the Corporation or as to which Indemnitee shall have made the conclusion provided for reasonably concur in (ii) above; andwriting that such counsel is unacceptable; (c) The Corporation shall not be liable to indemnify Indemnitee Officer under this Agreement for any amounts paid in settlement of any Action effected without its prior the Corporation's written consent. The Corporation shall be permitted to not settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action action or claim in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is partyOfficer without Officer's written consent. Neither the Corporation nor Indemnitee Officer will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. Not later than ten thirty (1030) days after receipt by Indemnitee of notice of the commencement of any Actionaction, suit or proceeding, Indemnitee will notify Corporation of the commencement thereof will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to so notify the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the CorporationAgreement. With respect to any such Action action, suit or proceeding as to which Indemnitee notifies the Corporation of the commencement thereof: (a) a. the Corporation will be entitled to participate therein at its own expense; (b) b. except as otherwise provided below, to the extent that it may wish, the Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election to assume the defense thereof, the Corporation will not be liable to Indemnitee under this Agreement for any legal or other Expenses expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation incurred or as otherwise provided belowbelow (but shall remain liable for judgments, penalties, damages and settlement amounts in connection therewith to the extent that indemnification therefor was otherwise required under this Agreement). Indemnitee shall have the right to employ its separate counsel in such Action action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized in writing by the BoardCorporation, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of such Action action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Actionaction, in each of which cases the Expenses fees and expenses of Indemnitee’s separate counsel shall be paid by at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Corporation or as to which Indemnitee shall have made the conclusion provided for in (ii) above; and (c) c. the Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Action action or claim effected without its prior written consent. The Corporation shall be permitted to settle any Action action except that it shall not without Indemnitee’s written consent (i) settle any Action action or claim in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is partywithout Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement.

Notification and Defense of Claim. Not later than ten (10) days after receipt by As a condition precedent to his or her right to be indemnified, the Indemnitee of notice of must notify the commencement corporation in writing as soon as practicable of any Actionaction, Indemnitee suit, proceeding or investigation involving him or her for which indemnity will notify Corporation of the commencement thereof if a claim in respect thereof is to or could be made against Corporation under this Agreement, but the omission to so notify Corporation will not relieve it from any liability which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the Corporationsought. With respect to any such Action as to action, suit, proceeding or investigation of which Indemnitee notifies Corporation of the commencement thereof: (a) Corporation corporation is so notified, the corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled expense and/or to assume the defense thereofthereof at its own expense, with legal counsel reasonably satisfactory acceptable to the Indemnitee. After notice from Corporation the corporation to the Indemnitee of its election so to assume such defense, the defense thereof, Corporation will corporation shall not be liable to the Indemnitee under this Agreement for any legal or other Expenses expenses subsequently incurred by the Indemnitee in connection with the defense thereof such claim, other than reasonable costs of investigation incurred or as otherwise provided belowbelow in this Section 4. The Indemnitee shall have the right to employ its separate his or her own counsel in connection with such Action claim, but the fees and expenses of such counsel incurred after notice from Corporation the corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized in writing by the Boardcorporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between Corporation the corporation and the Indemnitee in the conduct of the defense of such Action action or (iii) Corporation the corporation shall not in fact have employed counsel to assume the defense of such Actionaction, in each of which cases the Expenses fees and expenses of Indemnitee’s separate counsel for the Indemnitee shall be paid at the expense of the corporation, except as otherwise expressly provided by Corporationthis Article. Corporation The corporation shall not be entitled entitled, without the consent of the Indemnitee, to assume the defense of any action, suit or proceeding claim brought by or on behalf in the right of Corporation the corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above; and (c) Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Action effected without its prior written consent. Corporation shall be permitted to settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is party. Neither Corporation nor Indemnitee will unreasonably withhold consent to any proposed settlement.

Notification and Defense of Claim. Not later than ten (10) days Promptly after receipt by Indemnitee the Consultant of notice of the commencement of any ActionProceeding, Indemnitee will notify Corporation of the commencement thereof Consultant shall, if a claim in respect thereof is to be made against Corporation the corporation under this AgreementExhibit A, but notify the corporation of the commencement of the Proceeding. The omission to so notify Corporation of such notice will not relieve it the corporation from any liability which it may have to Indemnitee the Consultant otherwise than under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the Corporation. Exhibit A. With respect to any such Action as Proceedings of which the Consultant has provided notice to which Indemnitee notifies Corporation of the commencement thereofcorporation: (a) Corporation The corporation will be entitled to participate therein in the defense at its own expense;. (b) except Except as otherwise provided below, to the extent that it may wish, Corporation corporation (jointly with any other indemnifying party similarly notified notified) will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemniteethe Consultant. After notice from Corporation the corporation to Indemnitee the Consultant of its election to assume the defense thereofof a suit, Corporation the corporation will not be liable to Indemnitee the Consultant under this Agreement Exhibit A for any legal or other Expenses expenses subsequently incurred by Indemnitee the Consultant in connection with the defense thereof of the Proceeding other than reasonable costs of investigation incurred or as otherwise provided below. Indemnitee The Consultant shall have the right to employ its separate own counsel in such Action Proceeding but the fees and expenses of such counsel incurred after notice from Corporation the corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless the Consultant except as follows. The fees and expenses of counsel shall be at the expense of the corporation if (i) the employment of counsel by Indemnitee the Consultant has been authorized in writing by the Boardcorporation, (ii) Indemnitee the Consultant shall have concluded reasonably concluded that there may be a conflict of interest between Corporation the corporation and Indemnitee the Consultant in the conduct of the defense of such Action action and such conclusion is confirmed in writing by the corporation's outside counsel regularly employed by it in connection with corporate matters, or (iii) Corporation the corporation shall not in fact have employed counsel to assume the defense of such Action, in each of which cases the Expenses of Indemnitee’s separate counsel Proceeding. The corporation shall be paid by Corporation. Corporation entitled to participate in, but shall not be entitled to assume the defense of of, any action, suit or proceeding Proceeding brought by or on behalf in the right of Corporation the corporation or as to which Indemnitee the Consultant shall have made the conclusion provided for in (ii) above; andabove and such conclusion shall have been so confirmed by the corporation's said outside counsel. (c) Corporation Notwithstanding any provision of this Exhibit A to the contrary, the corporation shall not be liable to indemnify Indemnitee the Consultant under this Agreement Exhibit A for any amounts paid in settlement of any Action Proceeding effected without its prior written consent. Corporation The corporation shall be permitted to not settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action Proceeding or claim in any manner which would impose any penalty penalty, limitation or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) disqualification of the Consultant for any part of any Action to which Indemnitee is partypurpose without the Consultant's written consent. Neither Corporation the corporation nor Indemnitee the Consultant will unreasonably withhold their consent to any proposed settlement. (d) If it is determined that the Consultant is entitled to indemnification other than as afforded under subparagraph (b) above, payment to the Consultant of the additional amounts for which the Consultant is to be indemnified shall be made within ten (l0) days after such determination.

Notification and Defense of Claim. Not later than ten (10) days Promptly after receipt by Indemnitee of notice of the commencement of any ActionProceeding, Indemnitee will notify Corporation of the commencement thereof will, if a claim in respect thereof is to be made against Corporation Xxxxxx Xxx under this Agreement, notify Xxxxxx Mae in writing of the commencement thereof; but the omission so to so notify Corporation Xxxxxx Xxx will not relieve it from any liability which that it may have to Indemnitee under Indemnitee. Notwithstanding any other provision of this Agreement or otherwise unless and only to the extent that such omission materially prejudices the Corporation. With Agreement, with respect to any such Action as to Proceeding of which Indemnitee notifies Corporation of the commencement thereofXxxxxx Mae: (a) Corporation will Xxxxxx Xxx shall be entitled to participate therein at its own expense;; and (b) except Except as otherwise provided belowin this Section 14(b), to the extent that it may wish, Corporation Xxxxxx Mae, jointly with any other indemnifying party similarly notified will notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from Corporation Xxxxxx Xxx to Indemnitee of its election so to assume the defense thereof, Corporation will Xxxxxx Mae shall not be liable to Indemnitee under this Agreement for any legal or other Expenses expenses of counsel subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation incurred or except as otherwise provided below. Indemnitee shall have the right to employ its separate Indemnitee’s own counsel in such Action Proceeding, but the fees and expenses of such counsel incurred after notice from Corporation Xxxxxx Xxx of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized in writing by the BoardXxxxxx Mae, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Corporation Xxxxxx Xxx and Indemnitee in the conduct of the defense of such Action action or (iii) Corporation Xxxxxx Mae shall not within 60 calendar days of receipt of notice from Indemnitee in fact have employed counsel to assume the defense of such Actionthe action, in each of which cases the Expenses fees and expenses of Indemnitee’s separate counsel shall be paid by Corporationat the expense of Xxxxxx Xxx. Corporation Xxxxxx Xxx shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of Corporation Xxxxxx Mae or as to which Indemnitee shall have made the conclusion provided for in (ii) above; and (c) Corporation If Xxxxxx Xxx has assumed the defense of a Proceeding, Xxxxxx Mae shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Action Proceeding effected without its prior Xxxxxx Mae’s written consent. Corporation Xxxxxx Mae shall be permitted to not settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action Proceeding in any manner which that would impose any penalty or limitation on Indemnitee or (ii) settle disclosure obligation with respect to other parties (including Corporation) any part of any Action to which Indemnitee is partywithout Indemnitee’s written consent. Neither Corporation Xxxxxx Xxx nor Indemnitee will unreasonably withhold its consent to any proposed settlement.

Notification and Defense of Claim. Not later than ten (10a) days Promptly after receipt by the Indemnitee of notice of the commencement of any ActionProceeding, the Indemnitee will notify Corporation of the commencement thereof shall, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Secretary of the Corporation in writing of the commencement thereof and shall provide the Secretary with such documentation and information as is reasonably available to Indemnitee and reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification; but the an omission to so promptly notify the Corporation will not relieve it from any liability which it may have to the Indemnitee (i) under this Agreement or otherwise unless and only Agreement, except to the extent that the Corporation is actually and materially prejudiced in its defense of such omission materially prejudices Proceeding or (ii) otherwise than under this Agreement, including, without limitation, its liability to indemnify the Indemnitee under the Corporation. ’s By-laws. (b) With respect to any such Action as to which Indemnitee notifies Corporation of the commencement thereofProceeding: (a) Corporation will be entitled to participate therein at its own expense; (b1) except as otherwise provided below, to the extent that it may wish, the Corporation jointly with any other indemnifying party similarly notified will shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume the defense thereofthereof and approval by the Indemnitee of such counsel (which approval shall not be unreasonably withheld), the Corporation will not be liable to the Indemnitee under this Agreement for any legal or other Expenses expenses subsequently incurred by the Indemnitee for separate counsel in connection with the defense thereof other than reasonable costs of investigation incurred or as otherwise provided below. The Indemnitee shall have the right to employ its separate own counsel in such Action Proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of such counsel by the Indemnitee has been authorized in writing by the BoardCorporation, (ii) the Indemnitee shall have reasonably concluded (with written notice to the Corporation setting forth the basis for such conclusion) that there may be a conflict of interest between the Corporation and the Indemnitee in the conduct of the defense of such Action Proceeding or that there are claims or allegations against the Indemnitee relating to or arising from the Indemnitee’s affiliation with the Designating Stockholder that are distinct from those asserted against other directors who were not designated by the Designating Stockholder, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such ActionProceeding, in each of which cases the Expenses fees and expenses of Indemnitee’s separate counsel shall be paid by at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Corporation or as to which the Indemnitee shall have made the conclusion provided for in (ii) above; (2) notwithstanding subsection (1) above, Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding (including, for this purpose, any related claims or Proceedings involving directors of the Corporation based on substantially similar facts and circumstances) with respect to which Indemnitee and other directors designated by the Designating Stockholders are the sole directors party thereto, and the Corporation shall be entitled to participate therein at its own expense; (3) in the event the Corporation is required to pay or reimburse the fees and expenses of counsel to the Indemnitee, the Indemnitee and all other directors designated by the Designating Stockholder or its affiliates shall be represented by the same counsel, and the fees and expenses of any additional or separate counsel engaged by the Indemnitee shall be at the expense of the Indemnitee; and (c4) the Corporation shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Action Proceeding effected without its prior the Corporation’s written consent. The Corporation shall be permitted to not settle any Action except Proceeding in any manner that it shall not would impose any penalty, obligation or limitation on the Indemnitee without the Indemnitee’s written consent (i) settle any Action in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is partyconsent. Neither the Corporation nor the Indemnitee will unreasonably withhold their consent to any proposed settlement. (c) Except as otherwise required by applicable law, the determination of the Indemnitee’s entitlement to indemnification shall be made pursuant to and in accordance with the procedures set forth in the By-Laws in effect as of the date hereof, or any such procedures that may be more favorable to the Indemnitee that are set forth in the By-Laws in effect on the date Indemnitee provides the Secretary notice of the request for indemnification. (d) The parties intend and agree that, to the extent permitted by applicable law, in connection with any determination with respect to Indemnitee’s entitlement to indemnification hereunder by any person: (1) it will be presumed that Indemnitee is entitled to indemnification under this Agreement and the Corporation or any other person or entity challenging such right will have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption; (2) the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, in and of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful; and (3) Indemnitee will be deemed to have acted in good faith if Indemnitee relies upon the books and records of the Corporation, including financial statements, or on information supplied to Indemnitee by the officers, employees, or committees of the board of directors of the Corporation, or on the advice of the Corporation’s legal counsel or other advisors (including financial advisors and accountants) or on information or records given in reports made to the Corporation by an independent certified public accountant or by an appraiser or other expert or advisor selected by the Corporation unless, in each case, Indemnitee has knowledge concerning the matter in question that makes such reliance unwarranted. The provisions of this Section 6(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

Notification and Defense of Claim. Not later than ten (10) days after receipt by The Indemnitee of shall give to the Corporation notice of the commencement in writing as soon as practicable of any Action, Indemnitee will notify Corporation of the commencement thereof if a claim in respect thereof is to be made against Corporation him or her for which indemnity will or could be sought under this Agreement. Notice to the Corporation shall be directed to Xxxxxxx & Co., but 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention: General Counsel (or such other address as the omission Corporation shall designate in writing to so notify Corporation will the Indemnitee). Failure of the Indemnitee to give such notice shall not relieve it from any liability which it may have to Indemnitee under this Agreement or otherwise unless and only the Corporation of its obligations hereunder, except to the extent that such omission materially prejudices the CorporationCorporation is actually damaged as a result thereof. With respect to any such Action as to a Proceeding of which Indemnitee notifies the Corporation of the commencement thereofis so notified: (a) the Corporation will be entitled to participate therein at its own expense;; and (b) except as otherwise provided belowbelow in this Section 5, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with legal counsel reasonably satisfactory acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the defense thereof, Corporation will shall not be liable to the Indemnitee under this Agreement for any legal or other Expenses expenses subsequently incurred by the Indemnitee in connection with the defense thereof such Proceeding, other than reasonable costs of investigation incurred or as otherwise provided belowbelow in this Section 5 or in Section 7.4. The Indemnitee shall have the right to employ its separate his own counsel in such Action Proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized in writing by the BoardCorporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Action action, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Actionaction, in each of which cases the Expenses fees and expenses of Indemnitee’s separate counsel for the Indemnitee shall be paid at the expense of the Corporation, except as otherwise expressly provided by Corporationthis Agreement. The Corporation shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in (ii) above; and (c) Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Action effected without its prior written consent. Corporation shall be permitted to settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is party. Neither Corporation nor Indemnitee will unreasonably withhold consent to any proposed settlement.

Notification and Defense of Claim. Not later than ten (10) days Promptly after receipt by Indemnitee of notice of the commencement of any Actionaction, suit or proceeding, Indemnitee will notify Corporation of the commencement thereof will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to so notify the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the CorporationAgreement. With respect to any such Action action, suit or proceeding as to which Indemnitee notifies the Corporation of the commencement thereof: (a) The Corporation will be entitled to participate therein at its own expense;; and (b) except Except as otherwise provided below, to the extent that it may wish, the Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel selected by the Corporation and reasonably satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election so to assume the defense thereof, the Corporation will not be liable to Indemnitee under this Agreement for any legal or other Expenses expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation incurred or as otherwise provided below. Indemnitee shall have the right to employ its separate counsel in such Action action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized in writing by the BoardCorporation, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of such Action action, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Actionaction, in each of which cases the Expenses fees and expenses of Indemnitee’s separate counsel shall be paid by at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Corporation or as to which Indemnitee shall have made the conclusion provided for in (ii) above; and. (c) The Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Action action or claim effected without its prior written consent. The Corporation shall be permitted to not settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is party. Neither Corporation nor Indemnitee will unreasonably withhold consent to any proposed settlement.without Indemnitee's written

Notification and Defense of Claim. Not later than ten (10) days after receipt As a condition precedent to Indemnitee's right to be indemnified, Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought by Indemnitee of notice of and provide the commencement Corporation with a copy of any Actionsummons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which Indemnitee will notify Corporation of the commencement thereof if a claim in respect thereof is to be made against Corporation under this Agreement, but the omission to so notify Corporation will not relieve it from any liability which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the Corporationserved. With respect to any such Action as to Proceeding of which Indemnitee notifies the Corporation of is so notified, the commencement thereof: (a) Corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled expense and/or to assume the defense thereofthereof at its own expense, with legal counsel reasonably satisfactory acceptable to Indemnitee. After notice from the Corporation to Indemnitee of its election so to assume such defense, the defense thereof, Corporation will shall not be liable to Indemnitee under this Agreement for any legal or other Expenses expenses subsequently incurred by Indemnitee in connection with the defense thereof such claim, other than reasonable costs of investigation incurred or as otherwise provided belowbelow in this Paragraph 7. Indemnitee shall have the right to employ its separate Indemnitee's own counsel in connection with such Action claim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized in writing by the BoardCorporation, (ii) counsel to Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and Indemnitee in the conduct of the defense of such Action action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Actionaction, in each of which cases the Expenses fees and expenses of Indemnitee’s separate counsel for Indemnitee shall be paid at the expense of the Corporation, except as otherwise expressly provided by Corporationthis Agreement. The Corporation shall not be entitled entitled, without the consent of Indemnitee, to assume the defense of any action, suit or proceeding claim brought by or on behalf in the right of the Corporation or as to which counsel for Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above; and (c) . The Corporation shall not be liable required to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Action Proceeding effected without its prior written consent. The Corporation shall be permitted to not settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action Proceeding in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is partywithout Indemnitee's written consent. Neither the Corporation nor Indemnitee will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. Not later than ten (10) days after receipt by As a condition precedent to the Indemnitee's right to be indemnified, the Indemnitee of notice of must notify the commencement Corporation in writing as soon as practicable of any ActionProceeding for which indemnification will or could be sought; provided, Indemnitee will notify however, that the failure to provide such notice to the Corporation shall not relieve the Corporation of the commencement thereof if a claim in respect thereof is to be made against Corporation under this Agreement, but the omission to so notify Corporation will not relieve it from any liability which it may have to the Indemnitee under this Agreement or otherwise unless and only except to the extent that the Corporation is actually prejudiced by such omission materially prejudices the Corporationfailure. With respect to any such Action as to Proceeding of which Indemnitee notifies the Corporation of is so notified, the commencement thereof: (a) Corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled expense and/or to assume the defense thereofthereof at its own expense, with legal counsel reasonably satisfactory acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the defense thereof, Corporation will shall not be liable to the Indemnitee under this Agreement for any legal or 3 Amended-Restated Indemnification Agmt Dan Tessoni 12-05 other Expenses expenses subsequently incurred by Indemnitee in the Inxxxxxxxx xx connection with the defense thereof such Proceeding, other than reasonable costs of investigation incurred or as otherwise provided belowbelow in this Section 7. The Indemnitee shall have the right to employ its separate his or her own counsel in connection with such Action Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (ia) the employment of counsel by the Indemnitee has been authorized in writing by the BoardCorporation, (iib) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Action Proceeding or (iiic) the Corporation shall not in fact have employed counsel to assume the defense of such ActionProceeding, in each of which cases the Expenses fees and expenses of Indemnitee’s separate counsel for the Indemnitee shall be paid at the expense of the Corporation, except as otherwise expressly provided by Corporationthis Agreement. The Corporation shall not be entitled entitled, without the consent of the Indemnitee, to assume the defense of any action, suit or proceeding claim brought by or on behalf in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (iib) above; and (c) . The Corporation shall not be liable required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Action Proceeding effected without its prior written consent. The Corporation shall be permitted to not settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action Proceeding in any manner which would impose any penalty or limitation on the Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is partywithout the Indemnitee's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Not later than ten (10) days after receipt by As a condition precedent to the Indemnitee's right to be indemnified, the Indemnitee of notice of must notify the commencement Corporation in writing as soon as practicable of any ActionProceeding for which indemnity will or could be sought; provided, Indemnitee will notify however, that the failure to provide such notice to the Corporation shall not relieve the Corporation of the commencement thereof if a claim in respect thereof is to be made against Corporation under this Agreement, but the omission to so notify Corporation will not relieve it from any liability which it may have to the Indemnitee under this Agreement or otherwise unless and only except to the extent that the Corporation is actually prejudiced by such omission materially prejudices the Corporationfailure. With respect to any such Action as to Proceeding of which Indemnitee notifies the Corporation of is so notified, the commencement thereof: (a) Corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled expense and/or to assume the defense thereofthereof at its own expense, with legal counsel reasonably satisfactory acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the defense thereof, Corporation will shall not be liable to the Indemnitee under this Agreement for any legal or other Expenses expenses subsequently incurred by the Indemnitee in connection with the defense thereof such Proceeding, other than reasonable costs of investigation incurred or as otherwise provided belowbelow in this Section 7. The Indemnitee shall have the right to employ its separate his or her own counsel in connection with such Action Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized in writing by the BoardCorporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Action Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such ActionProceeding, in each of which cases the Expenses fees and expenses of Indemnitee’s separate counsel for the Indemnitee shall be paid at the expense of the Corporation, except as otherwise expressly provided by Corporationthis Agreement. The Corporation shall not be entitled entitled, without the consent of the Indemnitee, to assume the defense of any action, suit or proceeding claim brought by or on behalf in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above; and (c) . The Corporation shall not be liable required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Action Proceeding effected without its prior written consent. The Corporation shall be permitted to not settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action Proceeding in any manner which would impose any penalty or limitation on the Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is partywithout the Indemnitee's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Not later than ten (10) days after receipt by As a condition precedent to the Indemnitee's right to be indemnified, the Indemnitee of notice of must notify the commencement Corporation in writing as soon as practicable of any ActionProceeding for which indemnification will or could be sought; provided, Indemnitee will notify however, that the failure to provide such notice to the Corporation shall not relieve the Corporation of the commencement thereof if a claim in respect thereof is to be made against Corporation under this Agreement, but the omission to so notify Corporation will not relieve it from any liability which it may have to the Indemnitee under this Agreement or otherwise unless and only except to the extent that the Corporation is actually prejudiced by such omission materially prejudices the Corporationfailure. With respect to any such Action as to Proceeding of which Indemnitee notifies the Corporation of is so notified, the commencement thereof: (a) Corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled expense and/or to assume the defense thereofthereof at its own expense, with legal counsel reasonably satisfactory acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the defense thereof, Corporation will shall not be liable to the Indemnitee under this Agreement for any legal or 3 Amended-Restated Indemnification Agmt John Corey 12-05 other Expenses expenses subsequently incurred by Indemnitee in the Indxxxxxxx xx connection with the defense thereof such Proceeding, other than reasonable costs of investigation incurred or as otherwise provided belowbelow in this Section 7. The Indemnitee shall have the right to employ its separate his or her own counsel in connection with such Action Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (ia) the employment of counsel by the Indemnitee has been authorized in writing by the BoardCorporation, (iib) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Action Proceeding or (iiic) the Corporation shall not in fact have employed counsel to assume the defense of such ActionProceeding, in each of which cases the Expenses fees and expenses of Indemnitee’s separate counsel for the Indemnitee shall be paid at the expense of the Corporation, except as otherwise expressly provided by Corporationthis Agreement. The Corporation shall not be entitled entitled, without the consent of the Indemnitee, to assume the defense of any action, suit or proceeding claim brought by or on behalf in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (iib) above; and (c) . The Corporation shall not be liable required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Action Proceeding effected without its prior written consent. The Corporation shall be permitted to not settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action Proceeding in any manner which would impose any penalty or limitation on the Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is partywithout the Indemnitee's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Not later than ten (10) days after receipt by As a condition precedent to his right to be indemnified, the Indemnitee of notice of must notify the commencement Corporation in writing as soon as practicable of any Actionaction, Indemnitee suit, proceeding or investigation involving him for which indemnity will notify Corporation of the commencement thereof if a claim in respect thereof is to or could be made against Corporation under this Agreement, but the omission to so notify Corporation will not relieve it from any liability which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the Corporationsought. With respect to any such Action as to action suit, proceeding or investigation of which Indemnitee notifies the Corporation of is so notified, the commencement thereof: (a) Corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled expense and/or to assume the defense thereofthereof at its own expense, with legal counsel reasonably satisfactory acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the defense thereof, Corporation will shall not be liable to the Indemnitee under this Agreement for any legal or other Expenses expenses subsequently incurred by the Indemnitee in connection with the defense thereof such claim, other than reasonable costs of investigation incurred or as otherwise provided belowbelow in this Section 4. The Indemnitee shall have the right to employ its separate his own counsel in connection with such Action claim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized in writing by the BoardCorporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Action action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Actionaction, in each of which cases the Expenses fees and expenses of Indemnitee’s separate counsel for the Indemnitee shall be paid at the expense of the Corporation, except as otherwise expressly provided by Corporationthis Article. The Corporation shall not be entitled entitled, without the consent of the Indemnitee, to assume the defense of any action, suit or proceeding claim brought by or on behalf in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above; and (c) Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Action effected without its prior written consent. Corporation shall be permitted to settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is party. Neither Corporation nor Indemnitee will unreasonably withhold consent to any proposed settlement.

Notification and Defense of Claim. Not later than ten (10) days after receipt by As a condition precedent to the Indemnitee's right to be indemnified, the Indemnitee of notice of must notify the commencement Corporation in writing as soon as practicable of any ActionProceeding for which indemnity will or could be sought by the Indemnitee and provide the Corporation with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with whichthe Indemnitee will notify Corporation of the commencement thereof if a claim in respect thereof is to be made against Corporation under this Agreement, but the omission to so notify Corporation will not relieve it from any liability which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the Corporationserved. With respect to any such Action as to Proceeding of which Indemnitee notifies the Corporation of is so notified, the commencement thereof: (a) Corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled expense and/or to assume the defense thereofthereof at its own expense, with legal counsel reasonably satisfactory acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the defense thereof, Corporation will shall not be liable to the Indemnitee under this Agreement for any legal or other Expenses expenses subsequently incurred by the Indemnitee in connection with the defense thereof such claim, other than reasonable costs of investigation incurred or as otherwise provided belowbelow in this Paragraph 7. The Indemnitee shall have the right to employ its separate the Indemnitee's own counsel in connection with such Action claim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized in writing by the BoardCorporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Action action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Actionaction, in each of which cases the Expenses fees and expenses of Indemnitee’s separate counsel for the Indemnitee shall be paid at the expense of the Corporation, except as otherwise expressly provided by Corporationthis Agreement. The Corporation shall not be entitled entitled, without the consent of the Indemnitee, to assume the defense of any action, suit or proceeding claim brought by or on behalf in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above; and (c) . The Corporation shall not be liable required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Action Proceeding effected without its prior written consent. The Corporation shall be permitted to not settle any Action except that it shall not without Indemnitee’s written consent (i) settle any Action Proceeding in any manner which would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is partywithout Indemnitee's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. Not As a condition precedent to indemnification under this Agreement, not later than ten (10) 30 days after receipt by Indemnitee the Director of notice of the commencement of any ActionProceeding the Director shall, Indemnitee will notify Corporation of the commencement thereof if a claim in respect thereof of the Proceeding is to be made against the Corporation under this Agreement, but notify the omission Corporation in writing of the commencement of the Proceeding. The failure to so properly notify the Corporation will shall not relieve it the Corporation from any liability which it may have to Indemnitee the Director otherwise than under this Agreement or otherwise unless and only to the extent that such omission materially prejudices the CorporationAgreement. With respect to any such Action Proceeding as to which Indemnitee the Director so notifies the Corporation of the commencement thereofcommencement: (a) The Corporation will shall be entitled to participate therein in the Proceeding at its own expense;. (b) except Except as otherwise provided belowin this Section 13, to the extent that it may wishCorporation may, Corporation at its option and jointly with any other indemnifying party similarly notified will be entitled and electing to assume such defense, assume the defense thereofof the Proceeding, with legal counsel reasonably satisfactory to Indemniteethe Director. After notice from Corporation to Indemnitee of its election to assume the defense thereof, Corporation will not be liable to Indemnitee under this Agreement for any legal or other Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation incurred or as otherwise provided below. Indemnitee The Director shall have the right to employ its use separate legal counsel in such Action the Proceeding, but the Corporation shall not be liable to the Director under this Agreement, including Section 9 above, for the fees and expenses of such separate legal counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee defense, unless (i) the employment of counsel by Indemnitee has been authorized in writing by the Board, (ii) Indemnitee shall have Director reasonably concluded concludes that there may be a conflict of interest between the Corporation and Indemnitee the Director in the conduct of the defense of such Action the Proceeding, or (iiiii) the Corporation shall does not in fact have employed use legal counsel to assume the defense of such Action, in each of which cases the Expenses of Indemnitee’s separate counsel shall be paid by CorporationProceeding. The Corporation shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Corporation or as to which Indemnitee shall have the Director has made the conclusion provided for in (iii) above; and. (c) If two or more persons who may be entitled to indemnification from the Corporation, including the Director, are parties to any Proceeding, the Corporation may require the Director to use the same legal counsel as the other parties. The Director shall have the right to use separate legal counsel in the Proceeding, but the Corporation shall not be liable to the Director under this Agreement, including Section 9 above, for the fees and expenses of separate legal counsel incurred after notice from the Corporation of the requirement to use the same legal counsel as the other parties, unless the Director reasonably concludes that there may be a conflict of interest between the Director and any of the other parties required by the Corporation to be represented by the same legal counsel. (d) The Corporation shall not be liable to indemnify Indemnitee the Director under this Agreement for any amounts paid in settlement of any Action Proceeding effected without its prior written consent, which shall not be unreasonably withheld. The Director shall permit the Corporation shall be permitted to settle any Action Proceeding that the Corporation assumes the defense of, except that it the Corporation shall not without Indemnitee’s written consent (i) settle any Action action or claim in any manner which that would impose any penalty or limitation on Indemnitee or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is party. Neither Corporation nor Indemnitee will unreasonably withhold consent to any proposed settlementthe Director without the Director's written consent.

Notification and Defense of Claim. Not later than ten (10) days after receipt As a condition precedent to the right of indemnification, Indemnitee agrees to notify the Company in writing as soon as practicable of any Proceeding for which indemnification will or could be sought by Indemnitee of notice of and provide the commencement Company with a copy of any Actionsummons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which Indemnitee will notify Corporation is served; provided that the failure of Indemnitee to give notice as provided herein shall not relieve the commencement thereof if a claim in respect thereof is to be made against Corporation Company of its obligations under this Agreement, but the omission to so notify Corporation will not relieve it from any liability which it may have to Indemnitee under this Agreement or otherwise unless and only except to the extent that the Company is adversely affected by such omission materially prejudices the Corporationfailure. With respect to any such Action as to Proceeding of which Indemnitee notifies Corporation of the commencement thereof: (a) Corporation Company is so notified, the Company will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled expense and/or to assume the defense thereofthereof at its own expense, with legal counsel reasonably satisfactory acceptable to Indemnitee. After notice from Corporation the Company to Indemnitee of its election so to assume such defense, the defense thereof, Corporation will Company shall not be liable to Indemnitee under this Agreement for any legal or other Expenses expenses subsequently incurred by Indemnitee in connection with the defense thereof such claim, other than reasonable costs of investigation incurred or as otherwise provided belowbelow in this Section 5. Indemnitee shall have the right to employ its separate Indemnitee’s own counsel in connection with such Action claim, but the fees and expenses of such counsel incurred after notice from Corporation the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized in writing by the BoardCompany, (ii) counsel to Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between Corporation the Company and Indemnitee in the conduct of the defense of such Action or action, (iii) Corporation counsel to Indemnitee reasonably concludes that Indemnitee may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with the position of other defendants in such Proceeding or (iv) the Company shall not in fact have employed counsel to assume the defense of such Actionaction, in each of which cases the Expenses fees and expenses of Indemnitee’s separate counsel for Indemnitee shall be paid at the expense of the Company, except as otherwise expressly provided by Corporationthis Agreement. Corporation The Company shall not be entitled entitled, without the consent of Indemnitee, to assume the defense of any action, suit or proceeding claim brought by or on behalf in the right of Corporation the Company or as to which counsel for Indemnitee shall have reasonably made the conclusion provided for in clauses (ii) or (iii) above; and (c) Corporation . The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Action effected without its prior written consent. Corporation shall be permitted to settle any Action except that it shall not Proceeding in any manner, without Indemnitee’s written consent consent, which would (i) settle any Action in any manner which would impose any penalty or limitation on Indemnitee or Indemnitee, (ii) settle with includes an admission of fault of Indemnitee, or (iii) 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 other parties (including Corporation) any part of any Action to which Indemnitee is partyIndemnitee. Neither Corporation nor The Indemnitee will not unreasonably withhold his consent to any proposed settlement. In making the determination required to be made under Delaware law with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request therefor in accordance with Section 5 of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.