Common use of Counsel for Proceeding Clause in Contracts

Counsel for Proceeding. In the event of any proceeding in which Director is a party or is involved and which may give rise to a right of indemnification hereunder, the Corporation shall have the right to retain counsel reasonably satisfactory to Director to represent Director and any others the Corporation may designate in such proceeding. In any such proceeding, Director shall have the right to retain Director's own counsel, but the fees and expenses of such counsel shall be at the expense of Director unless (a) the retention of such counsel has been specifically authorized by the Corporation; (b) representation of Director and another party by the same counsel would be inappropriate, in the reasonable judgment of Director, due to actual or potential differing interests between them (as might be the case for representation of both the Corporation and Director in a proceeding by or in the right of the Corporation); (c) the counsel retained by the Corporation and satisfactory to Director has advised Director, in writing, that such counsel's representation of Director would be likely to involve such counsel in representing differing interests which could adversely affect either the judgment or loyalty of such counsel to Director, whether it be a conflicting, inconsistent, diverse or other interest; or (d) the Corporation shall fail to retain counsel for Director in such proceeding. Notwithstanding the foregoing, if an insurance carrier has supplied directors' and officers' liability insurance covering a proceeding and is entitled to retain counsel for the defense of such proceeding, then the insurance carrier shall retain counsel to conduct the defense of such proceeding unless Director and the Corporation concur in writing that the insurance carrier's doing so is undesirable. The Corporation shall not be liable under this Agreement for any settlement of any proceeding affected without its written consent. The Corporation shall not settle any proceeding in any manner which would impose any penalty or limitation on Director without Director's written consent. Consent to a proposed settlement of any proceeding shall not be unreasonably withheld by either the Corporation or Director.

Counsel for Proceeding. In the event of any proceeding Proceeding in which Director Indemnitee is a party or is involved and which may give rise to a right of indemnification hereunder, the Corporation Partnership shall have the right to retain counsel reasonably satisfactory to Director Indemnitee to represent Director Indemnitee and any others the Corporation Partnership may designate in such proceedingProceeding. In any such proceedingProceeding, Director Indemnitee shall have the right to retain Director's Indemnitee’s own counsel, but the fees and expenses of such counsel shall be at the expense of Director Indemnitee unless (a) the retention of such counsel has been specifically authorized by the CorporationPartnership; (b) representation of Director Indemnitee and another party by the same counsel would be inappropriate, in the reasonable judgment of DirectorIndemnitee, due to actual or potential differing interests between them (as might be the case for representation of both the Corporation Partnership and Director Indemnitee in a proceeding Proceeding by or in the right of the CorporationPartnership); (c) the counsel retained by the Corporation Partnership and satisfactory to Director Indemnitee has advised DirectorIndemnitee, in writing, that such counsel's ’s representation of Director Indemnitee would be likely to involve such counsel in representing differing interests which could adversely affect either the judgment or loyalty of such counsel to DirectorIndemnitee, whether it be a conflicting, inconsistent, diverse or other interest; or (d) the Corporation Partnership shall fail to retain counsel for Director Indemnitee in such proceedingProceeding. Notwithstanding the foregoing, if an insurance carrier has supplied directors' ’ and officers' ’ liability insurance covering a proceeding Proceeding and is entitled to retain counsel for the defense of such proceedingProceeding, then the insurance carrier shall retain counsel to conduct the defense of such proceeding Proceeding unless Director Indemnitee and the Corporation Partnership concur in writing that the insurance carrier's ’s doing so is undesirable. The Corporation Partnership shall not be liable under this Agreement for any settlement of any proceeding affected Proceeding effected without its written consent. The Corporation Partnership shall not settle any proceeding Proceeding in any manner which would impose any penalty or limitation on Director Indemnitee without Director's Indemnitee’s written consent. Consent to a proposed settlement of any proceeding Proceeding shall not be unreasonably withheld by either the Corporation Partnership or DirectorIndemnitee.

Counsel for Proceeding. In the event of any proceeding in which Director is a party or is involved and which may give rise to a right of indemnification hereunder, the Corporation shall have the right to retain counsel reasonably satisfactory to Director to represent Director and any others the Corporation may designate in such proceeding. In any such proceeding, Director shall have the right to retain Director's own counsel, but the fees and expenses of such counsel shall be at the expense of Director unless (a) the retention of such counsel has been specifically authorized by the Corporation; (b) representation of Director and another party by the same counsel would be inappropriate, in the reasonable judgment of Director, due to actual or potential differing interests between them (as might be the case for representation of both the Corporation and Director in a proceeding by or in the right of the Corporation); (c) the counsel retained by the Corporation and satisfactory to Director has advised Director, in writing, that such counsel's representation of Director would be likely to involve such counsel in representing differing interests which could adversely affect either the judgment or loyalty of such counsel to Director, whether it be a conflicting, inconsistent, diverse or other interest; or (d) the Corporation shall fail to retain counsel for Director in such proceeding. Notwithstanding the foregoing, if an insurance carrier has supplied directors' and officers' liability insurance covering a proceeding and is entitled to retain counsel for the defense of such proceeding, then the insurance carrier shall retain counsel to conduct the defense of such proceeding unless Director and the Corporation concur in writing that the insurance carrier's doing so is undesirable. The Corporation shall not be liable under this Agreement for any settlement of any proceeding affected effected without its written consent. The Corporation shall not settle any proceeding in any manner which would impose any penalty or limitation on Director without Director's written consent. Consent to a proposed settlement of any proceeding shall not be unreasonably withheld by either the Corporation or Director.

Counsel for Proceeding. In the event of any proceeding in which Director is a party or is involved and which may give rise to a right of indemnification hereunder, the Corporation shall have the right to retain counsel reasonably satisfactory to Director to represent Director and any others the Corporation may designate in such proceeding. In any such proceeding, Director shall have the right to retain Director's own counsel, but the fees and expenses of such counsel shall be at the expense of Director unless (a) the retention of such counsel has been specifically authorized by the Corporation; , (b) representation of Director and another party by the same counsel would be inappropriate, in the reasonable judgment of Director, due to actual or potential differing interests between them (as might be the case for representation of both the Corporation and Director in a proceeding by or in the right of the Corporation); , (c) the counsel retained by the Corporation and satisfactory to Director has advised Director, in writing, that such counsel's representation of Director would be likely to involve such counsel in representing differing interests which could adversely affect either the judgment or loyalty of such counsel to Director, whether it be a conflicting, inconsistent, diverse or other interest; , or (d) the Corporation shall fail to retain counsel for Director in such proceeding. Notwithstanding the foregoing, if an insurance carrier has supplied directors' and officers' liability insurance covering a proceeding and is entitled to retain counsel for the defense of such proceeding, then the insurance carrier shall retain counsel to conduct the defense of such proceeding unless Director and the Corporation concur in writing that the insurance carrier's doing so is undesirable. The Corporation shall not be liable under this Agreement for any settlement of any proceeding affected effected without its written consent. The Corporation shall not settle any proceeding in any manner which would impose any penalty or limitation on Director without Director's written consent. Consent to a proposed settlement of any proceeding shall not be unreasonably withheld by either the Corporation or Director.

Counsel for Proceeding. In the event of any proceeding in which Director is a party or is involved and which may give rise to a right of indemnification hereunder, the Corporation shall have the right to retain counsel reasonably satisfactory to Director to represent Director and any others the Corporation may designate in such proceeding. In any such proceeding, Director shall have the right to retain Director's own counsel, but the fees and expenses of such counsel shall be at the expense of Director unless unless (a) the retention of such counsel has been specifically authorized by the Corporation; ; (b) representation of Director and another party by the same counsel would be inappropriate, in the reasonable judgment of Director, due to actual or potential differing interests between them (as might be the case for representation of both the Corporation and Director in a proceeding by or in the right fight of the Corporation); ; (c) the counsel retained by the Corporation and satisfactory to Director has advised Director, in writing, that such counsel's representation of Director would be likely to involve such counsel in representing differing interests which could adversely affect either the judgment or loyalty of such counsel to Director, whether it be a conflicting, inconsistent, diverse or other interest; or or (d) the Corporation shall fail to retain counsel for Director in such proceeding. Notwithstanding the foregoing, if an insurance carrier has supplied directors' and officers' liability insurance covering a proceeding and is entitled to retain counsel for the defense of such proceeding, then the insurance carrier shall retain counsel to conduct the defense of such proceeding unless Director and the Corporation concur in writing that the insurance carrier's doing so is undesirable. The Corporation shall not be liable under this Agreement for any settlement of any proceeding affected without its written consent. The Corporation shall not settle any proceeding in any manner which would impose any penalty or limitation on Director without Director's written consent. Consent to a proposed settlement of any proceeding shall not be unreasonably withheld by either the Corporation or Director.

Counsel for Proceeding. In the event of any proceeding in which Director is a party or is involved and which may give rise to a right of indemnification hereunder, the Corporation shall have the right to retain counsel reasonably satisfactory to Director to represent Director and any others the Corporation may designate in such proceeding. In any such proceeding, Director shall have the right to retain Director's ’s own counsel, but the fees and expenses of such counsel shall be at the expense of Director unless unless (a) the retention of such counsel has been specifically authorized by the Corporation; ; (b) representation of Director and another party by the same counsel would be inappropriate, in the reasonable judgment of Director, due to actual or potential differing interests between them (as might be the case for representation of both the Corporation and Director in a proceeding by or in the right of the Corporation); ; (c) the counsel retained by the Corporation and satisfactory to Director has advised Director, in writing, that such counsel's ’s representation of Director would be likely to involve such counsel in representing differing interests which could adversely affect either the judgment or loyalty of such counsel to Director, whether it be a conflicting, inconsistent, diverse or other interest; or or (d) the Corporation shall fail to retain counsel for Director in such proceeding. Notwithstanding the foregoing, if an insurance carrier has supplied directors' ’ and officers' ’ liability insurance covering a proceeding and is entitled to retain counsel for the defense of such proceeding, then the insurance carrier shall retain counsel to conduct the defense of such proceeding unless Director and the Corporation concur in writing that the insurance carrier's ’s doing so is undesirable. The Corporation shall not be liable under this Agreement for any settlement of any proceeding affected without its written consent. The Corporation shall not settle any proceeding in any manner which would impose any penalty or limitation on Director without Director's ’s written consent. Consent to a proposed settlement of any proceeding shall not be unreasonably withheld by either the Corporation or Director.

Counsel for Proceeding. In the event of any proceeding in which Director ***** is a party or is involved and which may give rise to a right of indemnification hereunder, the Corporation shall have the right to retain counsel reasonably satisfactory to Director ***** to represent Director ***** and any others the Corporation may designate in such proceeding. In any such proceeding, Director ***** shall have the right to retain Director*****'s own counsel, but the fees and expenses of such counsel shall be at the expense of Director unless ***** unless (a) the retention of such counsel has been specifically authorized by the Corporation; (b) representation of Director ***** and another party by the same counsel as proposed by the Corporation would be inappropriate, in the reasonable judgment of Director*****, due to actual or potential differing interests between them (as might be the case for representation of both the Corporation and Director ***** in a proceeding by or in the right of the Corporation); (c) the counsel retained by the Corporation and satisfactory to Director ***** has advised Director*****, in writing, that such counsel's representation of Director ***** would be likely inappropriate due to involve such counsel in representing differing interests which could adversely affect either the judgment actual or loyalty of such counsel to Directorpotential different interests, whether it be a conflicting, inconsistent, diverse or other interest; or (d) the Corporation shall fail to retain counsel for Director ***** in such proceeding. Notwithstanding the foregoing, if an insurance carrier has supplied directors' and officers' liability insurance covering the liability which is the subject of a proceeding and is entitled to retain counsel for the defense of such proceeding, then the insurance carrier shall retain counsel to conduct the defense of such proceeding unless Director ***** and the Corporation concur in writing that the insurance carrier's doing so is undesirable. The Corporation shall not be liable under this Agreement for any settlement of any proceeding affected effected without its written consent. The Corporation shall not settle any proceeding in any manner which would impose any penalty or limitation on Director ***** without Director*****'s prior written consent. Consent to a proposed settlement of any proceeding shall not be unreasonably withheld or delayed by either the Corporation or Director*****.

Counsel for Proceeding. In the event of any proceeding Proceeding in which Director Officer is a party or is involved and which may give rise to a right of indemnification hereunder, the Corporation shall have the right to retain counsel reasonably satisfactory to Director Officer to represent Director Officer and any others the Corporation may designate in such proceedingProceeding. In any such proceedingProceeding, Director Officer shall have the right to retain Director's Officer’s own counsel, but the fees and expenses of such counsel shall be at the expense of Director Officer unless (a) the retention of such counsel has been specifically authorized by the Corporation; (b) representation of Director Officer and another party by the same counsel would be inappropriate, in the reasonable judgment of DirectorOfficer, due to actual or potential differing interests between them (as might be the case for representation of both the Corporation and Director Officer in a proceeding Proceeding by or in the right of the Corporation); (c) the counsel retained by the Corporation and satisfactory to Director Officer has advised DirectorOfficer, in writing, that such counsel's ’s representation of Director Officer would be likely to involve such counsel in representing differing interests which could adversely affect either the judgment or loyalty of such counsel to DirectorOfficer, whether it be a conflicting, inconsistent, diverse or other interest; or (d) the Corporation shall fail to retain counsel for Director Officer in such proceedingProceeding. Notwithstanding the foregoing, if an insurance carrier has supplied directors' ’ and officers' ’ liability insurance covering a proceeding Proceeding and is entitled to retain counsel for the defense of such proceedingProceeding, then the insurance carrier shall retain counsel to conduct the defense of such proceeding Proceeding unless Director Officer and the Corporation concur in writing that the insurance carrier's ’s doing so is undesirable. The Corporation shall not be liable under this Agreement for any settlement of any proceeding affected Proceeding effected without its written consent. The Corporation shall not settle any proceeding Proceeding in any manner which would impose any penalty or limitation on Director Officer without Director's Officer’s written consent. Consent to a proposed settlement of any proceeding Proceeding shall not be unreasonably withheld by either the Corporation or DirectorOfficer.

Counsel for Proceeding. In the event of any proceeding in which Director [Officer/Director] is a party or is involved and which may give rise to a right of indemnification hereunder, the Corporation shall have the right to retain counsel reasonably satisfactory to Director [Officer/Director] to represent Director [Officer/Director] and any others the Corporation may designate in such proceeding. In any such proceeding, Director [Officer/Director] shall have the right to retain [Officer/Director's ]’s own counsel, but the fees and expenses of such counsel shall be at the expense of Director [Officer/Director] unless (a) the retention of such counsel has been specifically authorized by the Corporation; (b) representation of Director [Officer/Director] and another party by the same counsel would be inappropriate, in the reasonable judgment of [Officer/Director], due to actual or potential differing interests between them (as might be the case for representation of both the Corporation and Director [Officer/Director] in a proceeding by or in the right of the Corporation); (c) the counsel retained by the Corporation and satisfactory to Director [Officer/Director] has advised [Officer/Director], in writing, that such counsel's ’s representation of Director [Officer/Director] would be likely to involve such counsel in representing differing interests which could adversely affect either the judgment or loyalty of such counsel to [Officer/Director], whether it be a conflicting, inconsistent, diverse or other interest; or (d) the Corporation shall fail to retain counsel for Director [Officer/Director] in such proceeding. Notwithstanding the foregoing, if an insurance carrier has supplied directors' ’ and officers' ’ liability insurance covering a proceeding and is entitled to retain counsel for the defense of such proceeding, then the insurance carrier shall retain counsel to conduct the defense of such proceeding unless Director [Officer/Director] and the Corporation concur in writing that the insurance carrier's ’s doing so is undesirable. The Corporation shall not be liable under this Agreement for any settlement of any proceeding affected effected without its written consent. The Corporation shall not settle any proceeding in any manner which would impose any penalty or limitation on Director [Officer/Director] without [Officer/Director's ]’s written consent. Consent to a proposed settlement of any proceeding shall not be unreasonably withheld by either the Corporation or [Officer/Director].

Counsel for Proceeding. In the event of any proceeding in which Director is a party or is involved and which may give rise to a right of indemnification hereunder, the Corporation corporation shall have the right to retain counsel reasonably satisfactory to Director to represent Director and any others the Corporation may designate in such proceeding. In any such proceeding, Director shall have the right to retain Director's ’s own counsel, but the fees and expenses of such counsel shall be at the expense of Director unless (a) the retention of such counsel has been specifically authorized by the Corporation; (b) representation of Director and another party by the same counsel would be inappropriate, in the reasonable judgment of Director, due to actual or potential differing interests between them (as might be the case for representation of both the Corporation and Director in a proceeding by or in the right of the Corporation); (c) the counsel retained by the Corporation and satisfactory to Director has advised Director, in writing, that such counsel's ’s representation of Director would be likely to involve such counsel in representing differing interests which could adversely affect either the judgment or loyalty of such counsel to Director, whether it be a conflicting, inconsistent, diverse or other interest; or (d) the Corporation shall fail to retain counsel for Director in such proceeding. Notwithstanding the foregoing, if an insurance carrier has supplied directors' ’ and officers' ’ liability insurance covering a proceeding and is entitled to retain counsel for the defense of such proceeding, then the insurance carrier shall retain counsel to conduct the defense of such proceeding unless Director and the Corporation concur in writing that the insurance carrier's ’s doing so is undesirable. The Corporation shall not be liable under this Agreement for any settlement of any proceeding affected effected without its written consent. The Corporation shall not settle any proceeding in any manner which would impose any penalty or limitation on Director without Director's ’s written consent. Consent to a proposed settlement of any proceeding shall not net be unreasonably withheld by either the Corporation or Director.

Counsel for Proceeding. In the event of any proceeding in which Director is a party or is involved and which may give rise to a right of indemnification hereunder, the Corporation shall have the right to retain counsel reasonably satisfactory to Director to represent Director and any others the Corporation may designate in such proceeding. In any such proceeding, Director shall have the right to retain Director's ’s own counsel, but the fees and expenses of such counsel shall be at the expense of Director unless (a) the retention of such counsel has been specifically authorized by the Corporation; (b) representation of Director and another party by the same counsel would be inappropriate, in the reasonable judgment of Director, due to actual or potential differing interests between them (as might be the case for representation of both the Corporation and Director in a proceeding by or in the right fight of the Corporation); (c) the counsel retained by the Corporation and satisfactory to Director has advised Director, in writing, that such counsel's ’s representation of Director would be likely to involve such counsel in representing differing interests which could adversely affect either the judgment or loyalty of such counsel to Director, whether it be a conflicting, inconsistent, diverse or other interest; or (d) the Corporation shall fail to retain counsel for Director in such proceeding. Notwithstanding the foregoing, if an insurance carrier has supplied directors' ’ and officers' ’ liability insurance covering a proceeding and is entitled to retain counsel for the defense of such proceeding, then the insurance carrier shall retain counsel to conduct the defense of such proceeding unless Director and the Corporation concur in writing that the insurance carrier's ’s doing so is undesirable. The Corporation shall not be liable under this Agreement for any settlement of any proceeding affected without its written consent. The Corporation shall not settle any proceeding in any manner which would impose any penalty or limitation on Director without Director's ’s written consent. Consent to a proposed settlement of any proceeding shall not be unreasonably withheld by either the Corporation or Director.

Counsel for Proceeding. In the event of any proceeding in which Director Officer is a party or is involved and which may give rise to a right of indemnification hereunder, the Corporation shall have the right to retain counsel reasonably satisfactory to Director Officer to represent Director Officer and any others the Corporation may designate in such proceeding. In any such proceeding, Director Officer shall have the right to retain DirectorOfficer's own counsel, but the fees and expenses of such counsel shall be at the expense of Director Officer unless (a) the retention of such counsel has been specifically authorized by the Corporation; (b) representation of Director Officer and another party by the same counsel would be inappropriate, in the reasonable judgment of DirectorOfficer, due to actual or potential differing interests between them (as might be the case for representation of both the Corporation and Director Officer in a proceeding by or in the right of the Corporation); (c) the counsel retained by the Corporation and satisfactory to Director Officer has advised DirectorOfficer, in writing, that such counsel's representation of Director Officer would be likely to involve such counsel in representing differing interests which could adversely affect either the judgment or loyalty of such counsel to DirectorOfficer, whether it be a conflicting, inconsistent, diverse or other interest; or (d) the Corporation shall fail to retain counsel for Director Officer in such proceeding. Notwithstanding the foregoing, if an insurance carrier has supplied directors' and officers' liability insurance covering a proceeding and is entitled to retain counsel for the defense of such proceeding, then the insurance carrier shall retain counsel to conduct the defense of such proceeding unless Director Officer and the Corporation concur in writing that the insurance carrier's doing so is undesirable. The Corporation shall not be liable under this Agreement for any settlement of any proceeding affected effected without its written consent. The Corporation shall not settle any proceeding in any manner which would impose any penalty or limitation on Director Officer without DirectorOfficer's written consent. Consent to a proposed settlement of any proceeding shall not be unreasonably withheld by either the Corporation or DirectorOfficer.

Counsel for Proceeding. In the event of any proceeding in which Director is a party or is involved and which may give rise to a right of indemnification hereunder, the Corporation corporation shall have the right to retain counsel reasonably satisfactory to Director to represent Director and any others the Corporation may designate in such proceeding. In any such proceeding, Director shall have the right to retain Director's own counsel, but the fees and expenses of such counsel shall be at the expense of Director unless (a) the retention of such counsel has been specifically authorized by the Corporation; (b) representation of Director and another party by the same counsel would be inappropriate, in the reasonable judgment of Director, due to actual or potential differing interests between them (as might be the case for representation of both the Corporation and Director in a proceeding by or in the right of the Corporation); (c) the counsel retained by the Corporation and satisfactory to Director has advised Director, in writing, that such counsel's representation of Director would be likely to involve such counsel in representing differing interests which could adversely affect either the judgment or loyalty of such counsel to Director, whether it be a conflicting, inconsistent, diverse or other interest; or (d) the Corporation shall fail to retain counsel for Director in such proceeding. Notwithstanding the foregoing, if an insurance carrier has supplied directors' and officers' liability insurance covering a proceeding and is entitled to retain counsel for the defense of such proceeding, then the insurance carrier shall retain counsel to conduct the defense of such proceeding unless Director and the Corporation concur in writing that the insurance carrier's doing so is undesirable. The Corporation shall not be liable under this Agreement for any settlement of any proceeding affected effected without its written consent. The Corporation shall not settle any proceeding in any manner which would impose any penalty or limitation on Director without Director's written consent. Consent to a proposed settlement of any proceeding shall not net be unreasonably withheld by either the Corporation or Director.

Counsel for Proceeding. In the event of any proceeding Proceeding in which Director is a party or is involved and which may give rise to a right of indemnification hereunder, the Corporation shall have the right to retain counsel reasonably satisfactory to Director to represent Director and any others the Corporation may designate in such proceedingProceeding. In any such proceedingProceeding, Director shall have the right to retain Director's ’s own counsel, but the fees and expenses of such counsel shall be at the expense of Director unless (a) the retention of such counsel has been specifically authorized by the Corporation; (b) representation of Director and another party by the same counsel would be inappropriate, in the reasonable judgment of Director, due to actual or potential differing interests between them (as might be the case for representation of both the Corporation and Director in a proceeding Proceeding by or in the right of the Corporation); (c) the counsel retained by the Corporation and satisfactory to Director has advised Director, in writing, that such counsel's ’s representation of Director would be likely to involve such counsel in representing differing interests which could adversely affect either the judgment or loyalty of such counsel to Director, whether it be a conflicting, inconsistent, diverse or other interest; or (d) the Corporation shall fail to retain counsel for Director in such proceedingProceeding. Notwithstanding the foregoing, if an insurance carrier has supplied directors' ’ and officers' ’ liability insurance covering a proceeding Proceeding and is entitled to retain counsel for the defense of such proceedingProceeding, then the insurance carrier shall retain counsel to conduct the defense of such proceeding Proceeding unless Director and the Corporation concur in writing that the insurance carrier's ’s doing so is undesirable. The Corporation shall not be liable under this Agreement for any settlement of any proceeding affected Proceeding effected without its written consent. The Corporation shall not settle any proceeding Proceeding in any manner which would impose any penalty or limitation on Director without Director's ’s written consent. Consent to a proposed settlement of any proceeding Proceeding shall not be unreasonably withheld by either the Corporation or Director.

Counsel for Proceeding. In the event of any proceeding in which Director Xxxxxxxxx is a party or is involved and which may give rise to a right of indemnification hereunder, the Corporation shall have the right to retain counsel reasonably satisfactory to Director Xxxxxxxxx to represent Director Xxxxxxxxx and any others the Corporation may designate in such proceeding. In any such proceeding, Director Xxxxxxxxx shall have the right to retain Director's Xxxxxxxxx'x own counsel, but the fees and expenses of such counsel shall be at the expense of Director Xxxxxxxxx unless (a) the retention of such counsel has been specifically authorized by the Corporation; (b) representation of Director Xxxxxxxxx and another party by the same counsel as proposed by the Corporation would be inappropriate, in the reasonable judgment of DirectorXxxxxxxxx, due to actual or potential differing interests between them (as might be the case for representation of both the Corporation and Director Xxxxxxxxx in a proceeding by or in the right of the Corporation); (c) the counsel retained by the Corporation and satisfactory to Director Xxxxxxxxx has advised DirectorXxxxxxxxx, in writing, that such counsel's representation of Director Xxxxxxxxx would be likely inappropriate due to involve such counsel in representing differing interests which could adversely affect either the judgment actual or loyalty of such counsel to Directorpotential different interests, whether it be a conflicting, inconsistent, diverse or other interest; or (d) the Corporation shall fail to retain counsel for Director Xxxxxxxxx in such proceeding. Notwithstanding the foregoing, if an insurance carrier has supplied directors' and officers' liability insurance covering the liability which is the subject of a proceeding and is entitled to retain counsel for the defense of such proceeding, then the insurance carrier shall retain counsel to conduct the defense of such proceeding unless Director Xxxxxxxxx and the Corporation concur in writing that the insurance carrier's doing so is undesirable. The Corporation shall not be liable under this Agreement for any settlement of any proceeding affected effected without its written consent. The Corporation shall not settle any proceeding in any manner which would impose any penalty or limitation on Director Xxxxxxxxx without Director's Xxxxxxxxx'x prior written consent. Consent to a proposed settlement of any proceeding shall not be unreasonably withheld or delayed by either the Corporation or DirectorXxxxxxxxx.

Counsel for Proceeding. In the event of any proceeding in which Director is a party or is involved and which may give rise to a right of indemnification hereunder, the Corporation shall have the right to retain counsel reasonably satisfactory to Director to represent Director and any others the Corporation may designate in such proceeding. In any such proceeding, Director shall have the right to retain Director's ’s own counsel, but the fees and expenses of such counsel shall be at the expense of Director unless (a) the retention of such counsel has been specifically authorized by the Corporation; (b) representation of Director and another party by the same counsel would be inappropriate, in the reasonable judgment of Director, due to actual or potential differing interests between them (as might be the case for representation of both the Corporation and Director in a proceeding by or in the right of the Corporation); (c) the counsel retained by the Corporation and satisfactory to Director has advised Director, in writing, that such counsel's ’s representation of Director would be likely to involve such counsel in representing differing interests which could adversely affect either the judgment or loyalty of such counsel to Director, whether it be a conflicting, inconsistent, diverse or other interest; or (d) the Corporation shall fail to retain counsel for Director in such proceeding. Notwithstanding the foregoing, if an insurance carrier has supplied directors' ’ and officers' ’ liability insurance covering a proceeding and is entitled to retain counsel for the defense of such proceeding, then the insurance carrier shall retain counsel to conduct the defense of such proceeding unless Director and the Corporation concur in writing that the insurance carrier's ’s doing so is undesirable. The Corporation shall not be liable under this Agreement for any settlement of any proceeding affected without its written consent. The Corporation shall not settle any proceeding in any manner which would impose any penalty or limitation on Director without Director's ’s written consent. Consent to a proposed settlement of any proceeding shall not be unreasonably withheld by either the Corporation or Director.