Common use of Selection of Counsel Clause in Contracts

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such approval not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense if (i) employment of counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own 's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event If the Company shall be obligated under Section 2(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company shall be entitled to assume the defense of such proceedingClaim, with counsel approved by the Indemnitee (such which approval shall not to be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) the Indemnitee shall have the right to employ his or her own the Indemnitee’s counsel in any such proceeding Claim at the Indemnitee’s own expense, expense and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed not continue to retain such counsel to assume defend such Claim, then the defense fees and expenses of such proceedingthe Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof this Agreement to pay the expenses Expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own 's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the Expenses of Indemnitee counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company shall be entitled to assume the defense of such proceedingClaim, with legal counsel reasonably approved by Indemnitee (such approval not to be unreasonably withheld)the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such legal counsel by the Indemnitee and the retention of such legal counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) the Indemnitee shall have the right to employ his or her own the Indemnitee’s legal counsel in any such proceeding Claim at the Indemnitee’s own expense, and provided further that ; (ii) the Indemnitee shall have the right to employ his or her its own legal counsel in connection with any such proceeding proceeding, at the expense of the Company’s expense , if such legal counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iii) if (iA) the employment of legal counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, not in fact, have employed fact continue to retain such legal counsel to assume defend such Claim, then the defense fees and expenses of such proceedingthe Indemnitee’s legal counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim the Company, the Company if appropriate, shall be entitled to assume the defense of such proceeding, Claim with counsel approved by Indemnitee (such approval not to be unreasonably withheld), ) upon the delivery to Indemnitee of written notice of its the Company's election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ his or her own Indemnitee's separate counsel in any such proceeding Claim at Indemnitee’s own expense, 's expense and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed not continue to retain such counsel to assume defend such Claim, then the defense fees and expenses of such proceedingIndemnitee's separate counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such whose approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own 's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof this Agreement to pay the expenses of any proceeding against IndemniteeEmployee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Employee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee Employee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee Employee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee Employee under this Agreement for any fees of counsel subsequently incurred by Indemnitee Employee with respect to the same proceeding, provided that Indemnitee (i) Employee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own Employee's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee Employee has been previously authorized by the Company, Company (iiB) Indemnitee Employee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee Employee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the reasonable fees and expenses of Employee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under this Section 2(a) hereof 4 to pay the expenses of any action, suit or proceeding against the Indemnitee, the Company shall be entitled to assume the defense of such proceeding, with counsel acceptable to and approved by Indemnitee (such approval not to be unreasonably withheld)the Indemnitee, upon the delivery to the Indemnitee of written notice of its the Company’s election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of separate counsel subsequently incurred by the Indemnitee with respect to the same action, suit or proceeding; provided, provided however, that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the Indemnitee may select and employ his own counsel to direct the defense thereof and the fees and expenses of such counsel shall be paid by the Company. Notwithstanding any assumption of the defense of any such action, suit or proceeding and employment of counsel with respect thereto by the Company in accordance with the foregoing, the Indemnitee shall have the right to employ his own separate counsel to participate in any such action, suit or proceeding at the Indemnitee’s expense.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof -------------------- hereunder to pay the expenses Expenses of any proceeding against Indemniteeaction, suit, proceeding, inquiry or investigation, the Company Company, if appropriate, shall be entitled to assume the defense of such action, suit, proceeding, inquiry or investigation with counsel approved by Indemnitee (such approval not to be unreasonably withheld)Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit, proceeding, inquiry or investigation; provided that that, (i) Indemnitee shall have the right to employ his or her own Indemnitee's counsel in any such proceeding action, suit, proceeding, inquiry or investigation at Indemnitee’s own expense, 's expense and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed not continue to retain such counsel to assume defend such action, suit, proceeding, inquiry or investigation, then the defense fees and expenses of such proceedingIndemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a3(a) hereof to pay the expenses of any proceeding against Legal Action to which Indemnitee is a party, the Indemnitee, the Company shall (and shall be entitled to to) assume the defense of such proceedingLegal Action, with counsel approved by Indemnitee (the Company, such approval consent not to be unreasonably withheld), upon the delivery to Indemnitee Company of written notice of its Indemnitee’s election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee the Company and the retention of such counsel by the CompanyIndemnitee, the Company will not be liable to Indemnitee under this Agreement for any fees of non-approved counsel subsequently incurred by Indemnitee with respect to the same proceedingLegal Action, provided that (i) Indemnitee shall have the right to employ his or her own non-approved counsel in any such proceeding Legal Action at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of non-approved counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between in the representation of Indemnitee and the representation by original counsel approved by the Company and Indemnitee in the conduct of any or another party to such defense, Legal Action or (iiiC) the Company shall not, in fact, have employed approved counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof hereunder to pay the expenses Expenses of any proceeding against Indemniteeaction, suit, proceeding, inquiry or investigation, the Company Company, if appropriate, shall be entitled to assume the defense of such action, suit, proceeding, inquiry or investigation with counsel approved by Indemnitee (such approval not to be unreasonably withheld)Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit, proceeding, inquiry or investigation; provided that that, (i) Indemnitee shall have the right to employ his or her own Indemnitee's counsel in any such proceeding action, suit, proceeding, inquiry or investigation at Indemnitee’s own expense, 's expense and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed not continue to retain such counsel to assume defend such action, suit, proceeding, inquiry or investigation, then the defense fees and expenses of such proceedingIndemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such subject to the approval of Indemnitee, which shall not to be unreasonably withheld), upon the . After delivery to Indemnitee of written notice of its election to do so. After delivery the assumption of such noticethe defense, approval of such counsel by Indemnitee as described above and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a3(a) hereof to pay the expenses Expenses of any proceeding Proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of Indemnitee in such proceedingProceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingProceeding; provided, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding Proceeding at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) counsel to Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then in each case, the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company, except as otherwise expressly provided in this Agreement.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a3(a) hereof to pay advance the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such approval not to be unreasonably withheld)Indemnitee, upon the delivery to Indemnitee of written notice of its election to do soand approval of counsel by Indemnitee, which approval shall not be unreasonably withheld. After the delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will shall not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, except as provided that below. The Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense if unless: (i) the employment of counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a material conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the The Company shall be entitled to assume the defense of such proceedingany proceeding with respect to which it is obligated to advance expenses pursuant to Section 3.1, with counsel approved by Indemnitee (such approval not reasonably satisfactory to be unreasonably withheld)Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any advance counsel fees of counsel subsequently incurred by to Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company Corporation shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Corporation, if appropriate, shall be entitled to assume the defense of such proceeding, proceeding with counsel approved by Indemnitee (such approval not reasonably satisfactory to be unreasonably withheld)Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee notice and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and Indemnitee in the conduct of any such defense, or (iiiC) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such proceedingproceeding or (D) the Corporation is not financially or legally able to perform its indemnification obligations, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation.

Selection of Counsel. In the event the Company shall be obligated -------------------- under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own 's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a3(a) hereof to pay advance the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such approval not to be unreasonably withheld)Indemnitee, upon the delivery to Indemnitee of written notice of its election to do sorequest that the Company advance expenses to Indemnitee. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will shall not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own 's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a material conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, Claim with counsel approved by Indemnitee (such approval not to be unreasonably withheld), ) upon the delivery to Indemnitee of written notice of its the Company's election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ his or her own Indemnitee's separate counsel in any such proceeding Claim at Indemnitee’s own expense, 's expense and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed not continue to retain such counsel to assume defend such Claim, then the defense fees and expenses of such proceedingIndemnitee's separate counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a6(c) hereof to pay the expenses of any proceeding against IndemniteeConsultant, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Consultant, which approval shall not to be unreasonably withheldwithheld (it being understood and agreed that the fact that such counsel is representing the Company in such proceeding shall not be grounds for withholding approval except pursuant to clause (ii)(B) below), upon the delivery to Indemnitee Consultant of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee Consultant under this Agreement for any fees of counsel subsequently incurred by Indemnitee Consultant with respect to the same proceeding, provided that Indemnitee (i) Consultant shall have the right to employ his or her own its counsel in any such proceeding at Indemnitee’s own Consultant's expense, and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee Consultant has been previously authorized by the Company, which authorization has not been revoked, (iiB) Indemnitee Consultant shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee Consultant in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then, in the case of (A), (B), or (C) above, the fees and expenses of Consultant's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be is obligated under Section 2(a) 8 hereof to pay pay, and pays the expenses Expenses of any proceeding Proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingProceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding Proceeding at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed counsel approved by the Indemnitee to assume the defense of such proceedingProceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated -------------------- under Section 2(a3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own 's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a6(c) hereof to pay the expenses of any proceeding against IndemniteeEmployee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Employee, which approval shall not to be unreasonably withheldwithheld (it being understood and agreed that the fact that such counsel is representing the Company in such proceeding shall not be grounds for withholding approval except pursuant to clause (ii)(B) below), upon the delivery to Indemnitee Employee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee Employee under this Agreement for any fees of counsel subsequently incurred by Indemnitee Employee with respect to the same proceeding, provided that Indemnitee (i) Employee shall have the right to employ his or her own its counsel in any such proceeding at IndemniteeEmployee’s own expense, and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee Employee has been previously authorized by the Company, which authorization has not been revoked, (iiB) Indemnitee Employee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee Employee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then, in the case of (A), (B), or (C) above, the fees and expenses of Employee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own 's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her Indemnitee’s own counsel in any such proceeding at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company Corporation shall be obligated under Section 2(a) Paragraphs 3, 4, 5, or 6 hereof to pay the expenses of any proceeding Proceeding against Indemnitee, the Company Corporation, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld)withheld or delayed, upon the delivery to Indemnitee of written notice of its the Corporation’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that that: (a) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (b) if (i) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iii) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) 2 hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense. Notwithstanding anything else herein to the contrary, and provided further that if Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense if (i) employment of counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee shall have reasonably concluded concludes that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iii) and the Company approves Indemnitee’s counsel which approval will not be unreasonably withheld, then the reasonable fees and expenses of Indemnitee’s counsel shall not, in fact, have employed counsel to assume be at the defense expense of such proceedingthe Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) 1 hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld)withheld or delayed, upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that that: (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, ; and provided further that (ii) if (A) the employment of counsel by Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense if (i) employment of counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiB) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) 1 hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld)withheld or delayed, upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that that: (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own 's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee at the Company's expense has been previously authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiB) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the reasonable fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest on any significant issue between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under this Section 2(a) hereof 3 to pay indemnify the expenses of any proceeding against Indemnitee, the Company shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such approval not to be unreasonably withheld), Proceeding upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee notice and the retention of such counsel by the Company, the Company will shall not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided that (i) the Indemnitee shall have the right to employ his or her own counsel in any such proceeding Proceeding at the Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded been advised in a written opinion of counsel acceptable to the Company, acting reasonably, addressed to the Indemnitee and to the Company stating that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the fees and expenses (including Expenses) of the Indemnitee’s counsel shall be borne by the Company.

Selection of Counsel. In the event the Company shall be obligated -------------------- under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own 's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a3(a) hereof to pay advance the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such approval not to be unreasonably withheld)Indemnitee, upon the delivery to Indemnitee of written notice of its election to do soand approval of counsel by Indemnitee, which approval shall not be unreasonably withheld. After the delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will shall not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, except as provided that below. The Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense if unless: (i) the employment of counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a material conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, in each of which case the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof 2.1 of this Agreement to pay the expenses of any proceeding against Indemnitee, the Company shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such whose approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will shall not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding; provided, provided however, that (i) Indemnitee shall at all times have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own sole expense, and provided further that Indemnitee shall have (ii) if the right Company has not, in fact, employed counsel to employ his assume the defense of such proceeding, or her own counsel if the Company has authorized in any such proceeding at writing the Company’s expense if (i) employment of counsel by Indemnitee has been previously authorized by Indemnitee, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company, and (iiiii) if counsel to the Company or Indemnitee shall have reasonably concluded that there may be is a substantial likelihood of a conflict of interest or position between the Company and Indemnitee in the conduct of any such defense, or (iii) then the Company fees and expenses of Indemnitee’s counsel shall not, in fact, have employed counsel to assume be at the defense expense of such proceedingthe Company.

Selection of Counsel. In the event the Company shall be obligated under Section Subsection 2(a) hereof to pay the expenses of any proceeding against the Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such approval not to the Indemnitee, which counsel may be unreasonably withheld)counsel for the Company, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (i) the Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expenseproceeding, and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense Indemnitee's sole expense; and (ii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, the fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such whose approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof this Agreement to pay the expenses Expenses of any proceeding Proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own 's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and Expenses of Indemnitee counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a3(a) hereof to pay the expenses of any proceeding against IndemniteeLegal Action to which Indemnitee is a party, the Company Company, if appropriate, shall (and shall be entitled to to) assume the defense of such proceedingLegal Action, with counsel approved by Indemnitee (Indemnitee, such approval consent not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingLegal Action, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding Legal Action at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between in the representation of Indemnitee and the representation by counsel designated by the Company and Indemnitee in the conduct of any or another party to such defense, Legal Action or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, ; provided that Indemnitee shall have the right to employ his or her own Indemnitee’s counsel in any such proceeding at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense if (i) the Company has expressly authorized (and continues to authorize) the employment of counsel by Indemnitee has been previously authorized by at the Company’s expense, (ii) the use of counsel chosen by the Company to represent Indemnitee shall have reasonably concluded that there may be would present such counsel with a conflict of interest between the Company and Indemnitee in the conduct of any such defenseinterest, or (iii) the Company shall not, in fact, have employed counsel reasonably satisfactory to assume Indemnitee within a reasonable time after notice of the defense institution of such proceeding, Indemnitee shall have the right to employ counsel at the expense of the Company in accordance herewith.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof hereunder to pay the expenses of any proceeding against Indemniteeclaims, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, claims with counsel approved by the Indemnitee (such approval not to be unreasonably withheld), upon the delivery to such Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of any other counsel subsequently incurred by such Indemnitee with respect to the same proceedingclaims, provided that (i) the Indemnitee shall have the right to employ his or her own counsel in any such proceeding claims at such Indemnitee’s own expense, 's expense and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingclaims, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event If the Company shall be obligated under Section 2(a3(a) hereof to pay the expenses of any proceeding against Indemnitee, then the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided provided, that (i) Indemnitee shall have the right to employ his or her own Indemnitee's counsel in any such proceeding at Indemnitee’s own 's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, not have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim the Company, the Company if appropriate, shall be entitled to assume the defense of such proceeding, Claim with counsel approved by Indemnitee (such approval not to be unreasonably withheld), ) upon the delivery to Indemnitee of written notice of its the Company's election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ his or her own Indemnitee's separate counsel in any such proceeding Claim at Indemnitee’s own expense, 's Expense and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed not continue to retain such counsel to assume defend such Claim, then the defense fees and Expenses of such proceedingIndemnitee's separate counsel shall be at the Expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof this Agreement to pay the expenses Expenses of any proceeding Proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and Expenses of Indemnitee counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) 9 hereof to pay the expenses of any proceeding Proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingProceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding Proceeding at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own 's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company Corporation shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Corporation, if appropriate, shall be entitled to assume the defense of such proceeding, proceeding with counsel approved by Indemnitee (such approval not reasonably satisfactory to be unreasonably withheld)Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee notice and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own 's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and Indemnitee in the conduct of any such defense, or (iiiC) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such proceedingproceeding or (D) the Corporation is not financially or legally able to perform its indemnification obligations, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Corporation.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a3(a) hereof to pay the expenses Expenses of any proceeding against IndemniteeClaim the Company, the Company if appropriate, shall be entitled to assume the defense of such proceedingClaim, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its the Company’s election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingClaim, provided that (i) Indemnitee shall have the right to employ his or her own Indemnitee’s separate counsel in any such proceeding Claim at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingClaim, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be -------------------- obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own 's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Bank or the Company shall be obligated under Section 2(a) 2 hereof to pay the expenses Expenses of any proceeding Proceeding against the Indemnitee, the Company Bank, or the Company, if appropriate, shall be entitled to assume the defense of such proceeding, Proceeding with counsel approved by Indemnitee (such the Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Bank or the Company, the Bank or the Company will shall not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided that (i) the Indemnitee shall have the right to employ his or her own its counsel in -------- ---- any such proceeding at Indemnitee’s own expense, and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding Proceeding at the Company’s expense Indemnitee's expense; and (ii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Bank or the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Bank, the Company, and the Indemnitee in the conduct of any such defense, or (iiiC) the Bank or the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Bank or the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own 's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof 2.1 of this Agreement to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such whose approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of its written notice notification of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will shall not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided provided, that (a) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (b) if (i) the employment of counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event If the Company shall be is obligated under Section 2(a) 8 hereof to pay pay, and pays the expenses Expenses of any proceeding Proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingProceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding Proceeding at Indemnitee’s own 's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed counsel approved by the Indemnitee to assume the defense of such proceedingProceeding or if the Company is not diligently defending such Proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) 2 hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding., then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company

Selection of Counsel. In the event the Company shall be -------------------- obligated under Section 2(a) hereof hereunder to pay the expenses Expenses of any proceeding against Indemniteeaction, suit, proceeding, inquiry or investigation, the Company Company, if appropriate, shall be entitled to assume the defense of such action, suit, proceeding, inquiry or investigation with counsel approved by Indemnitee (such approval not to be unreasonably withheld)Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit, proceeding, inquiry or investigation; provided that that, (i) Indemnitee shall have the right to employ his or her own Indemnitee's counsel in any such proceeding action, suit, proceeding, inquiry or investigation at Indemnitee’s own expense, 's expense and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed not continue to retain such counsel to assume defend such action, suit, proceeding, inquiry or investigation, then the defense fees and expenses of such proceedingIndemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a3(a) hereof to pay advance the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such approval not to be unreasonably withheld)Indemnitee, upon the delivery to Indemnitee of written notice of its election to do soand approval of counsel by Indemnitee, which approval shall not be unreasonably withheld. After the delivery of such notice, approval of such counsel by Indemnitee Ixxxxxxxxx and the retention of such counsel by the Company, the Company will shall not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, except as provided that below. The Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense if unless: (i) the employment of counsel by Indemnitee Ixxxxxxxxx has been previously authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a material conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her Indemnitee's own counsel in any such proceeding at Indemnitee’s own 's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof this Agreement to pay the expenses of any proceeding against IndemniteeEmployee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Employee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee Employee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee Employee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee Employee under this Agreement for any fees of counsel subsequently incurred by Indemnitee Employee with respect to the same proceeding, provided that Indemnitee (i) Employee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own Employee's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee Employee has been previously authorized by the Company, Company (iiB) Indemnitee Employee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee Employee in the conduct of any such defense, or (iiic) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the reasonable fees and expenses of Employee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be borne by the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a6(c) hereof to pay the expenses of any proceeding against IndemniteeExecutive, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Executive, which approval shall not to be unreasonably withheldwithheld (it being understood and agreed that the fact that such counsel is representing the Company in such proceeding shall not be grounds for withholding approval except pursuant to clause (ii)(B) below), upon the delivery to Indemnitee Executive of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee Executive under this Agreement for any fees of counsel subsequently incurred by Indemnitee Executive with respect to the same proceeding, provided that Indemnitee (i) Executive shall have the right to employ his or her own its counsel in any such proceeding at IndemniteeExecutive’s own expense, and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee Executive has been previously authorized by the Company, which authorization has not been revoked, (iiB) Indemnitee Executive shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee Executive in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then, in the case of (A), (B), or (C) above, the fees and expenses of Executive’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be ---------------------- obligated under Section 2(a) hereof hereunder to pay the expenses Expenses of any proceeding against Indemniteeaction, suit, proceeding, inquiry or investigation, the Company Company, if appropriate, shall be entitled to assume the defense of such action, suit, proceeding, inquiry or investigation with counsel approved by Indemnitee (such approval not to be unreasonably withheld)Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit, proceeding, inquiry or investigation; provided that that, (i) Indemnitee shall have the right to employ his or her own Indemnitee's counsel in any such proceeding action, suit, proceeding, inquiry or investigation at Indemnitee’s own expense, 's expense and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed not continue to retain such counsel to assume defend such action, suit, proceeding, inquiry or investigation, then the defense fees and expenses of such proceedingIndemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a4(a) hereof to pay the expenses of any proceeding Proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingProceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingproceeding then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company Corporation shall be obligated under to indemnify or advance expenses as set forth in Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee1 above, the Company Corporation shall be entitled to assume the defense of such proceedingaction, suit or proceeding with counsel approved by Indemnitee (such which approval shall not to be unreasonably withheld), ) upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, notice and approval of such counsel by Indemnitee and the retention of such counsel by the CompanyIndemnitee, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding; provided, provided however, that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense if either (i) employment of counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and Indemnitee in the conduct of any such defense, or (iiiii) after the Company approval of the retention of such counsel by Indemnitee, the Corporation shall not, in fact, have employed retained counsel to assume the defense of such proceedingproceeding within a reasonable time after Indemnitee’s approval, then Indemnitee shall notify the Corporation that it is again retaining its own counsel and the Corporation shall again be obligated to pay the fees and expenses of Indemnitee’s counsel to the extent not otherwise limited by any other section of this Agreement. Notwithstanding this Section 2(f), Indemnitee may at any time retain its own counsel at its sole expense.

Selection of Counsel. In the event the Company shall be obligated under Section subsection 2(a) hereof of this Agreement to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own 's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the reasonable fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such approval not to be unreasonably withheld)Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do sodo, which notice shall be provided within twenty (20) days of the Company's receipt of the Notice. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided except that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own 's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a3(a) hereof to pay advance the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such approval not to be unreasonably withheld)Indemnitee, upon the delivery to Indemnitee of written notice of its election to do sorequest that the Company assume the defense of such proceeding. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will shall not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own 's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a material conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof this Agreement to pay the expenses of any proceeding against IndemniteeExpenses in connection with a Claim, the Company shall be entitled to assume the defense of such proceedingthereof, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld)withheld or delayed, upon the delivery to Indemnitee of written notice of its the Company’s election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that that: (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, ; and provided further that (ii) if (A) the employment of counsel by Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense if (i) employment of counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiB) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company Company, if appropriate, shall be entitled to assume the defense of such proceedingClaim, with counsel approved by Indemnitee (such approval not to be unreasonably withheld"Retained Counsel"), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel Retained Counsel by Indemnitee and the retention of such counsel Retained Counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of separate counsel ("Separate Counsel") subsequently incurred by Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ his or her own counsel Separate Counsel in any such proceeding Claim at Indemnitee’s own expense, 's expense and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel Separate Counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiC) the Company shall notnot continue to retain Retained Counsel to defend such Claim, in fact, have employed counsel to assume then the defense fees and expenses of such proceedingIndemnitee's Separate Counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, which authorization has not been revoked, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then, in the case of (A), (B), or (C) above, the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against an Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such approval not to be unreasonably withheld)Indemnitee, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same proceeding, provided that (i) such Indemnitee shall have the right to employ his or her own counsel in any such proceeding at such Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by such Indemnitee has been previously authorized by the Company, (iiB) such Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of such Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event a majority of the Company directors of the Bank shall be obligated determine under Section Subsection 2(a) hereof to pay the expenses of any proceeding against the Indemnitee, the Company Bank, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such approval not to the Indemnitee, which counsel may be unreasonably withheld)counsel for the Bank, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the CompanyBank, the Company Bank will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (i) the Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expenseproceeding, and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense Indemnitee's sole expense; and (ii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the CompanyBank, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Bank and the Indemnitee in the conduct of any such defense, defense or (iiiC) the Company Bank shall not, in fact, have employed counsel to assume the defense of such proceeding, the fees and expenses of Indemnitee's counsel shall be at the expense of the Bank.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own 's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim the Company, the Company if appropriate, shall be entitled to assume the defense of such proceeding, Claim with counsel approved by Indemnitee (such approval not to be unreasonably withheld), ) upon the delivery to Indemnitee of written notice of its the Company’s election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ his or her own Indemnitee’s separate counsel in any such proceeding Claim at Indemnitee’s own expense, expense and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed not continue to retain such counsel to assume defend such Claim, then the defense fees and expenses of such proceedingIndemnitee’s separate counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be is obligated under Section 2(a) 8 hereof to pay pay, and pays the expenses Expenses of any proceeding Proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingProceeding, provided that (i) Indemnitee shall have the right to employ his or her own [his][her] counsel in any such proceeding Proceeding at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such proceedingProceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof this Agreement to pay the expenses of any proceeding against IndemniteeEmployee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Employee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee Employee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee Employee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee Employee under this Agreement for any fees of counsel subsequently incurred by Indemnitee Employee with respect to the same proceeding, provided that Indemnitee (i) Employee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own Employee's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee Employee has been previously authorized by the Company, Company (iiB) Indemnitee Employee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee Employee in the conduct Cirilium Holdings, Inc. EEA 16 of any such defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the reasonable fees and expenses of Employee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(aSubsection 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel (other than the counsel retained by the Company) subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own 's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld)withheld or delayed, upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event If the Company shall be obligated under Section 2(a) hereof 1 or Section 2 to pay the expenses Expenses of any proceeding against the Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such approval not to be unreasonably withheld)the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, ; provided that (i) the Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, and provided further that Indemnitee shall have the right to employ his or her own separate counsel in any such proceeding at the CompanyIndemnitee’s expense expense; and (ii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the reasonable fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, ; provided that Indemnitee shall have the right to employ his or her own Indemnitee’s counsel in any such proceeding at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense if (i) the Company has expressly authorized (and continues to authorize) the employment of counsel by Indemnitee has been previously authorized by at the Company’s expense, (ii) the use of counsel chosen by the Company to represent Indemnitee shall have would reasonably concluded that there may be present or lead to such counsel with a conflict of interest between the Company and Indemnitee in the conduct of any such defenseinterest, or (iii) the Company shall not, in fact, have employed counsel reasonably satisfactory to assume Indemnitee within a reasonable time after notice of the defense institution of such proceeding, Indemnitee shall have the right to employ counsel at the expense of the Company in accordance herewith.

Selection of Counsel. In the event the Company Corporation shall be obligated under Section 2(a) Paragraphs 3, 4, 5, or 6 hereof to pay the expenses of any proceeding Proceeding against Indemnitee, the Company Corporation, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld)withheld or delayed, upon the delivery to Indemnitee of written notice of its the Corporation's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that that: (a) Indemnitee shall have the right to employ his or own her own counsel in any such proceeding at Indemnitee’s own 's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (b) if (i) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iii) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Corporation.

Selection of Counsel. In the event the Company shall be is obligated under Section 2(a) 8 hereof to pay pay, and pays the expenses Expenses of any proceeding Proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingProceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding Proceeding at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel approved by the Indemnitee to assume the defense of such proceedingProceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a3(a) hereof to pay the expenses Expenses of any proceeding Proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingProceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding Proceeding at Indemnitee’s own 's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the fees and Expenses of Indemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, whose approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees fee of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own 's expense; however, and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense if (i) the employment of counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee and the Company shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company Bank shall be obligated under Section Subsection 2(a) hereof to pay the expenses of any proceeding against the Indemnitee, the Company Bank, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such approval not to the Indemnitee, which counsel may be unreasonably withheld)counsel for the Bank, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the CompanyBank, the Company Bank will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (i) the Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expenseproceeding, and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense Indemnitee's sole expense; and (ii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the CompanyBank, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Bank and the Indemnitee in the conduct of any such defense, defense or (iiiC) the Company Bank shall not, in fact, have employed counsel to assume the defense of such proceeding, the fees and expenses of Indemnitee's counsel shall be at the expense of the Bank.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company Corporation shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Corporation, if appropriate, shall be entitled to assume the defense defence of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that that: (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, and provided further that Indemnitee shall have ; and (ii) if: A. the right to employ his or her own counsel in any such proceeding at the Company’s expense if (i) employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, (ii) or B. Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and Indemnitee in the conduct of any such defensedefence, or (iii) or C. the Company Corporation shall not, in fact, have employed counsel to assume the defense defence of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof hereby to pay the expenses Expenses of any proceeding Proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election to do soso to. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingProceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding Proceeding at Indemnitee’s own 's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof this Agreement to pay the expenses of any proceeding against IndemniteeEmployee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Employee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee Employee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee Employee and the retention of such counsel by the Company, the Company will not be Cirilium Holdings, Inc. EEA 17 liable to Indemnitee Employee under this Agreement for any fees of counsel subsequently incurred by Indemnitee Employee with respect to the same proceeding, provided that Indemnitee (i) Employee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own Employee's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee Employee has been previously authorized by the Company, Company (iiB) Indemnitee Employee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee Employee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the reasonable fees and expenses of Employee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, Claim with counsel approved by Indemnitee (such approval not to be unreasonably withheld), ) upon the delivery to Indemnitee of written notice of its the Company's election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ his or her own Indemnitee's separate counsel in any such proceeding Claim at Indemnitee’s own expense, 's expense and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of separate counsel by Indemnitee Indenmitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed not continue to retain such counsel to assume defend such Claim, then the defense fees and expenses of such proceedingIndemnitee's separate counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be -------------------- obligated under Section 2(a) hereof to pay the reasonable expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own 's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the reason able fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event If the Company shall be obligated under Section 2(a-------------------- 3 (a) hereof to pay the expenses of any proceeding against Indemnitee, then the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her own Indemnitee's counsel in any such proceeding at Indemnitee’s own 's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (iiiC) the Company shall not, in fact, not have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under to indemnify or advance expenses as set forth in Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee1 above, the Company shall be entitled to assume the defense of such proceedingaction, suit or proceeding with counsel approved by Indemnitee (such which approval shall not to be unreasonably withheld), ) upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, notice and approval of such counsel by Indemnitee and the retention of such counsel by the CompanyIndemnitee, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding; provided, provided however, that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own expense, and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense if either (i) employment of counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiii) after the approval of the retention of such counsel by Indemnitee, the Company shall not, in fact, have employed retained counsel to assume the defense of such proceedingproceeding within a reasonable time after Indemnitee's approval, then Indemnitee shall notify the Company that it is again retaining its own counsel and the Company shall again be obligated to pay the fees and expenses of Indemnitee's counsel to the extent not otherwise limited by any other section of this Agreement. Notwithstanding this Section 2(f), Indemnitee may at any time retain its own counsel at its sole expense.

Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company Company, if appropriate, shall be entitled to assume the defense of such proceedingClaim, with counsel approved by Indemnitee (such approval not to be unreasonably withheld“Retained Counsel”), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel Retained Counsel by Indemnitee and the retention of such counsel Retained Counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of separate counsel (“Separate Counsel”) subsequently incurred by Indemnitee with respect to the same proceedingClaim; provided that, provided that Indemnitee shall have the right to employ his or her own counsel Separate Counsel in any such proceeding Claim (i) at Indemnitee’s own expense, and provided further that Indemnitee shall have the right to employ his expense or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel Separate Counsel by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed counsel fails to assume the defense of such proceedingClaim in a timely manner or the Company shall not continue to retain Retained Counsel to defend such Claim, then the fees and expenses of Indemnitee’s Separate Counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company Corporation shall be obligated under Section 2(a) Paragraphs 3, 4, 5, or 6 hereof to pay the expenses of any proceeding Proceeding against Indemnitee, the Company Corporation, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld)withheld or delayed, upon the delivery to Indemnitee of written notice of its the Corporation's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that that: (a) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s own 's expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (b) if (i) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iii) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Corporation.

Selection of Counsel. In the event If the Company shall be obligated under Section 2(a3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee (such Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her Xxxxxxxxxx’s own counsel in any such proceeding at Indemnitee’s own expense, ; and provided further that Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Company’s expense (ii) if (iA) the employment of counsel by Indemnitee Xxxxxxxxxx has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding., then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. ​