Common use of Choice of Counsel Clause in Contracts

Choice of Counsel. If Indemnitee is not an officer of the Company, he, together with the other directors who are not officers of the Company (the “Outside Directors”), shall be entitled to employ, and be reimbursed for the fees and disbursements of, counsel separate from that chosen by Indemnitees who are officers of the Company. The principal counsel for Outside Directors (“Principal Counsel”) shall be determined by majority vote of the Outside Directors, and the Principal Counsel for the Indemnitees who are not Outside Directors (“Separate Counsel”) shall be determined by majority vote of such Indemnitees. The obligation of the Company to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Principal Counsel or Separate Counsel, as the case may be, unless, in the opinion of other counsel for Indemnitee, concurred in by Principal Counsel or Separate Counsel, as the case may be, Indemnitee may have defenses available to him that are in addition to or different from those of the other Indemnitees such that there is a substantial possibility that Principal Counsel of Separate Counsel, as the case may be, will have a conflict of interest in representing Indemnitee.

Choice of Counsel. If Indemnitee is not an officer of the CompanyCorporation, he, together with the other directors who are not officers of the Company Corporation (the “Outside Directors”"OUTSIDE DIRECTORS"), shall be entitled to employ, and be reimbursed for the fees and disbursements of, counsel separate from that chosen by Indemnitees who are officers of the CompanyCorporation. The principal counsel for Outside Directors (“Principal Counsel”"PRINCIPAL COUNSEL") shall be determined by majority vote of the Outside Directors, and the Principal Counsel for the Indemnitees who are not Outside Directors (“Separate Counsel”"SEPARATE COUNSEL") shall be determined by majority vote of such Indemnitees, in each case subject to the consent of the Corporation (not to be unreasonably withheld or delayed). The obligation of the Company Corporation to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Principal Counsel or Separate Counsel, as the case may be, unless, in unless Indemnitee has interests that are different from those of the opinion of other counsel for Indemnitee, concurred in by Principal Counsel Indemnitees or Separate Counsel, as the case may be, Indemnitee may have defenses available to him that are in addition to or different from those of the other Indemnitees such that there is a substantial possibility that Principal Counsel of or Separate Counsel, as the case may be, will would have a an actual or potential conflict of interest in representing Indemnitee.

Choice of Counsel. If Indemnitee is not an officer of the CompanyCorporation, he, together with the other directors who are not officers of the Company Corporation (the “Outside Directors”), shall be entitled to employ, and be reimbursed for the fees and disbursements of, counsel separate from that chosen by Indemnitees who are officers of the CompanyCorporation. The principal counsel for Outside Directors (“Principal Counsel”) shall be determined by majority vote of the Outside Directors, and the Principal Counsel for the Indemnitees who are not Outside Directors (“Separate Counsel”) shall be determined by majority vote of such Indemnitees, in each case subject to the consent of the Corporation (not to be unreasonably withheld or delayed). The obligation of the Company Corporation to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Principal Counsel or Separate Counsel, as the case may be, unless, in unless Indemnitee has interests that are different from those of the opinion of other counsel for Indemnitee, concurred in by Principal Counsel Indemnitees or Separate Counsel, as the case may be, Indemnitee may have defenses available to him that are in addition to or different from those of the other Indemnitees such that there is a substantial possibility that Principal Counsel of or Separate Counsel, as the case may be, will would have a an actual or potential conflict of interest in representing Indemnitee.

Choice of Counsel. If Indemnitee is not an officer of the CompanyCorporation, he, together with the other directors who are not officers of the Company Corporation (the “Outside Directors”), shall be entitled to employ, and be reimbursed for the fees and disbursements of, counsel separate from that chosen by Indemnitees who are officers of the CompanyCorporation. The principal counsel for Outside Directors (“Principal Counsel”) shall be determined by majority vote of the Outside Directors, and the Principal Counsel for the Indemnitees who are not Outside Directors (“Separate Counsel”) shall be determined by majority vote of such Indemnitees. The obligation of the Company Corporation to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Principal Counsel or Separate Counsel, as the case may be, unless, in the opinion of other counsel for Indemnitee, concurred in by Principal Counsel or Separate Counsel, as the case may be, Indemnitee may have defenses available to him that are in addition to or different from those of the other Indemnitees such that there is a substantial possibility that Principal Counsel of or Separate Counsel, as the case may be, will have a conflict of interest in representing Indemnitee.

Choice of Counsel. If Indemnitee is not an officer of the CompanyCorporation, he, together with the other directors who are not officers of the Company Corporation (the “Outside Directors”"OUTSIDE DIRECTORS"), shall be entitled to employ, and be reimbursed for the fees and disbursements of, counsel separate from that chosen by Indemnitees who are officers of the CompanyCorporation. The principal counsel for Outside Directors (“Principal Counsel”"PRINCIPAL COUNSEL") shall be determined by majority vote of the Outside Directors, and the Principal Counsel for the Indemnitees who are not Outside Directors (“Separate Counsel”"SEPARATE COUNSEL") shall be determined by majority vote of such Indemnitees. The obligation of the Company Corporation to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Principal Counsel or Separate Counsel, as the case may be, unless, in the opinion of other counsel for Indemnitee, concurred in on by Principal Counsel or Separate Counsel, as the case may be, Indemnitee may have defenses available to him that are in addition to or different from those of the other Indemnitees indemnitees such that there is a substantial possibility that Principal Counsel of or Separate Counsel, as the case may be, will have a conflict of interest in representing Indemnitee.

Choice of Counsel. If Indemnitee is not an officer of the CompanyCorporation, heIndemnitee, together with the other directors who are not officers of the Company Corporation (the “"Outside Directors”"), shall be entitled to employ, and be reimbursed for the fees and disbursements of, counsel separate from that chosen by Indemnitees who are officers of the CompanyCorporation. The principal counsel for Outside Directors (“"Principal Counsel”") shall be determined by majority vote of the Outside Directors, and the Principal Counsel for the Indemnitees who are not Outside Directors (“"Separate Counsel”") shall be determined by majority vote of such Indemnitees. The obligation of the Company Corporation to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Principal Counsel or Separate Counsel, as the case may be, unlessprovided that (i) indemnitee shall have the right to employ indemnitee's counsel in any such proceeding at indemnitee's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the corporation, in (B) indemnitee shall have reasonably concluded with the opinion advice of other counsel for Indemnitee, concurred in by Principal Counsel or Separate Counsel, as the case may be, Indemnitee may have defenses available to him that are in addition to or different from those of the other Indemnitees such that there is a substantial possibility that Principal Counsel of or Separate Counsel, as the case may be, will have a conflict of interest in representing indemnitee, or (C) the Corporation shall not continue to retain Principal Counsel or Separate Counsel, as the case may be, to defend such Proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Corporation.

Choice of Counsel. If Indemnitee is not an officer of the CompanyCorporation, he, together with the other directors who are not officers of the Company Corporation (the “"Outside Directors”"), shall be entitled to employ, and be reimbursed for the fees and disbursements of, counsel separate from that chosen by Indemnitees who are officers of the CompanyCorporation. The principal counsel for Outside Directors (“"Principal Counsel”") shall be determined by majority vote of the Outside Directors, and the Principal Counsel for the Indemnitees who are not Outside Directors (“"Separate Counsel”") shall be determined by majority vote of such Indemnitees, in each case subject to the consent of the Corporation (not to be unreasonably withheld or delayed). The obligation of the Company Corporation to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Principal Counsel or Separate Counsel, as the case may be, unless, in unless Indemnitee has interests that are different from those of the opinion of other counsel for Indemnitee, concurred in by Principal Counsel Indemnitees or Separate Counsel, as the case may be, Indemnitee may have defenses available to him that are in addition to or different from those of the other Indemnitees such that there is a substantial possibility that Principal Counsel of or Separate Counsel, as the case may be, will would have a an actual or potential conflict of interest in representing Indemnitee.

Choice of Counsel. If Indemnitee is a director but not an officer of the Partnership or the Company, he, together with the other directors who are not officers of the Partnership or the Company that are seeking indemnification (collectively, the “Outside Directors”), shall be entitled to employ, and be reimbursed for the fees and disbursements of, a single counsel separate from that chosen by Indemnitees the indemnitees who are officers of the CompanyPartnership or the Company (the “Inside Directors”). The principal counsel for the Outside Directors (“Principal Outside Counsel”) shall be determined by majority vote of the Outside DirectorsDirectors who are seeking indemnification, and the Principal Counsel principal counsel for the Indemnitees who are not Outside Inside Directors (“Separate Inside Counsel”) shall be determined by majority vote of such Indemniteesthe Inside Directors, in each case subject to the consent of the Partnership or the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The obligation of the Partnership and the Company to reimburse Indemnitee for the fees and disbursements of counsel hereunder hereunder, if and when applicable, shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Principal Outside Counsel or Separate Inside Counsel, as the case may be, unlessunless the Partnership and the Company shall have consented in writing thereto or Indemnitee has interests that are different, in the opinion of other counsel for Indemnitee, concurred in by Principal Counsel or Separate Counsel, as the case may be, Indemnitee may have defenses available to him that are in addition to or different different, from those of the other Indemnitees Outside Directors or Inside Directors, as the case may be, such that there is a substantial possibility that Principal Outside Counsel of Separate or Inside Counsel, as the case may be, will would have a an actual or potential conflict of interest in representing Indemnitee.

Choice of Counsel. If Indemnitee is not an officer of the CompanyCorporation, heIndemnitee, together with the other directors who are not officers of the Company Corporation (the “Outside Directors”"OUTSIDE DIRECTORS"), shall be entitled to employ, and be reimbursed by the Corporation for the fees and disbursements of, counsel separate from that chosen by Indemnitees who are officers of the CompanyCorporation. The principal counsel for Outside Directors (“Principal Counsel”"PRINCIPAL COUNSEL") shall be determined by majority vote of the Outside Directors, and the Principal Counsel principal counsel for the Indemnitees who are not Outside Directors (“Separate Counsel”"SEPARATE COUNSEL") shall be determined by majority vote of such Indemnitees. The obligation of the Company Corporation to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Principal Counsel or Separate Counsel, as the case may be, unless, in the opinion of other counsel for Indemnitee, concurred in on by Principal Counsel or Separate Counsel, as the case may be, Indemnitee may have defenses available to him that are in addition to or different from those of the other Indemnitees indemnitees such that there is a substantial possibility that Principal Counsel of or Separate Counsel, as the case may be, will have a conflict of interest in representing Indemnitee.

Choice of Counsel. If Indemnitee is a director of the Company but not an officer of the Company, he, together with the other directors of the Company who are not officers of the Company (the “Outside Directors”), shall be entitled to employ, and be reimbursed for the fees and disbursements of, counsel separate from that chosen by Indemnitees persons who are officers of parties to similar indemnification agreements with the CompanyMLP and the Company who are not Outside Directors (the “Inside Indemnitees”). The principal counsel for Outside Directors (“Principal Counsel”) shall be determined by majority vote of the Outside Directors, and the Principal Counsel principal counsel for the Inside Indemnitees who are not Outside Directors (“Separate Counsel”) shall be determined by majority vote of such Inside Indemnitees. The obligation of the MLP and the Company to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Principal Counsel or Separate Counsel, as the case may be, unless, in the opinion of other counsel for Indemnitee, concurred in by Principal Counsel or Separate Counsel, as the case may be, Indemnitee may have defenses available to him that are in addition to or different from those of the other Indemnitees such that there is a substantial possibility that Principal Counsel of Separate Counsel, as the case may be, will have a conflict of interest in representing Indemnitee.

Choice of Counsel. If Indemnitee is not an officer of the CompanyCorporation, he, together with the other directors who are not officers of the Company Corporation (the “"Outside Directors”"), shall be entitled to employ, and be reimbursed for the fees and disbursements of, counsel separate from that chosen by Indemnitees who are officers of the CompanyCorporation. The principal counsel for Outside Directors (“"Principal Counsel”") shall be determined by majority vote of the Outside Directors, and the Principal Counsel for the Indemnitees who are not Outside Directors (“"Separate Counsel”") shall be determined by majority vote of such Indemnitees. The obligation of the Company Corporation to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Principal Counsel or Separate Counsel, as the case may be, unless, in the opinion of other counsel for Indemnitee, concurred in by Principal Counsel or Separate Counsel, as the case may be, Indemnitee may have defenses available to him that are in addition to or different from those of the other Indemnitees such that there is a substantial possibility that Principal Counsel of Separate Counsel, as the case may be, will have a conflict of interest in representing Indemnitee.

Choice of Counsel. If Indemnitee is not an officer of the CompanyCorporation, he, together with the other directors who are not officers of the Company Corporation (the “Outside Directors”), shall be entitled to employ, and be reimbursed for the fees and disbursements of, counsel separate from that chosen by Indemnitees who are officers of the CompanyCorporation. The principal counsel for the Outside Directors (“Principal Counsel”) shall be determined by majority vote of the Outside Directors, and the Principal Counsel for the Indemnitees who are not Outside Directors (“Separate Counsel”) shall be determined by majority vote of such Indemnitees. The obligation of the Company Corporation to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Principal Counsel or Separate Counsel, as the case may be, unless, in the opinion of other counsel for Indemnitee, concurred in with by Principal Counsel or Separate Counsel, as the case may be, Indemnitee may have defenses available to him that are in addition to or different from those of the other Indemnitees such that there is a substantial possibility that Principal Counsel of or Separate Counsel, as the case may be, will have a conflict of interest in representing Indemnitee.

Choice of Counsel. If Indemnitee is not an officer of the CompanyCorporation, heIndemnitee, together with the other directors who are not officers of the Company Corporation (the “"Outside Directors”"), shall be entitled to employ, and be reimbursed for the fees and disbursements of, counsel separate from that chosen by Indemnitees indemnitees who are officers of the CompanyCorporation. The principal counsel for Outside Directors (“"Principal Counsel”") shall be determined by majority vote of the Outside Directors, and the Principal Counsel principal counsel for the Indemnitees indemnitees who are not Outside Directors (“"Separate Counsel”") shall be determined by majority vote of such Indemniteesindemnitees. The obligation of the Company Corporation to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Principal Counsel or Separate Counsel, as the case may be, unlessprovided that (i) Indemnitee shall have the right to employ Indemnitee's counsel in any such Proceeding at Indemnitee's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Corporation, in (B) Indemnitee shall have reasonably concluded with the opinion advice of other counsel for Indemnitee, concurred in by Principal Counsel or Separate Counsel, as the case may be, Indemnitee may have defenses available to him that are in addition to or different from those of the other Indemnitees such that there is a substantial possibility that Principal Counsel of or Separate Counsel, as the case may be, will have a conflict of interest in representing Indemnitee, or (C) the Corporation shall not continue to retain Principal Counsel or Separate Counsel, as the case may be, to defend such Proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Corporation.

Choice of Counsel. If Indemnitee is not an officer of the Company, heshe, together with the other directors who are not officers of the Company (the “Outside Directors”), shall be entitled to employ, and be reimbursed for the fees and disbursements of, counsel separate from that chosen by Indemnitees who are officers of the Company. The principal counsel for Outside Directors (“Principal Counsel”) shall be determined by majority vote of the Outside Directors, and the Principal Counsel for the Indemnitees who are not Outside Directors (“Separate Counsel”) shall be determined by majority vote of such Indemnitees. The obligation of the Company to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Principal Counsel or Separate Counsel, as the case may be, unless, in the opinion of other counsel for Indemnitee, concurred in by Principal Counsel or Separate Counsel, as the case may be, Indemnitee may have defenses available to him her that are in addition to or different from those of the other Indemnitees such that there is a substantial possibility that Principal Counsel of Separate Counsel, as the case may be, will have a conflict of interest in representing Indemnitee.