Common use of Proceedings Other than by Right of the Bank Clause in Contracts

Proceedings Other than by Right of the Bank. The Bank shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Bank to procure a judgment in its favor) by reason of the fact that Indemnitee is or was an Agent (as defined in Section 1(i) below) of the Bank, against costs, expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the Bank and, in the case of a criminal proceeding, has no reasonable cause to believe the conduct of Indemnitee was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Bank or that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.