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 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 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 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 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 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 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(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 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 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 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 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(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 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 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(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 '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(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) 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 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 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) 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 giving written notice to Indemnitee of written notice of its election so to do sodo. After delivery of giving 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 or expenses 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 Indemnitee’s 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 Company has expressly authorized (and continues to authorize) the employment of counsel by Indemnitee has been previously authorized at the Company’s expense, (B) the use of counsel chosen by the Company, (ii) 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 defense, or (iiiC) 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 proceedingProceeding, then 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(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 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 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) 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 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) 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 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 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 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 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) 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 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 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 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 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 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 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 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(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 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(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 giving written notice to Indemnitee of written notice of its election so to do sodo. After delivery of giving 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 or expenses 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 Indemnitee’s 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 Company has expressly authorized (and continues to authorize) the employment of counsel by Indemnitee has been previously authorized at the Company’s expense, (B) the use of counsel chosen by the Company, (ii) 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 defense, or (iiiC) 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 proceedingProceeding, then Indemnitee shall have the right to employ counsel, and the reasonable fees and expenses of such counsel shall be at the expense of the Company in accordance herewith.

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(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(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 soand approval of counsel by Indemnitee. 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 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) 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 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 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(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 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) 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(a) hereof to pay the expenses (including attorneys' fees) of any action, suit or proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such action, suit or 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. 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 or proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such action suit or 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 proceedingaction, suit or proceeding or (D) the Company 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 Company. The Company shall not be entitled to assume the defense of any claim, action, suit or proceeding brought by or on behalf of the Company against Indemnitee or as to which Indemnitee shall have made the conclusion provided for in (ii) (B) or (D) above.

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 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(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 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 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(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 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(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(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 '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 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 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. Xxxxx X. Xxxxxxx Page 3 of 7 Indemnification Agreement

Selection of Counsel. In the event the Company Bank shall be obligated --------- -- ------- under Section 2(a3(a) hereof to pay the expenses of any proceeding against 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 be unreasonably withheld)Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery deliver of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyBank, the Company Bank 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 CompanyBank, or (iiB) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Bank and 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, then the fees and expenses of Indemnitee's counsel shall be borne by the Bank.

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 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, 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 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 concluded, after consultation with counsel for the Company, 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 Proceeding against Indemnitee, the Company 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 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 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 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 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 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 '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 '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(a3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company shall be entitled entitled, but not obligated, 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 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 (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 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 5 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 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, 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 Indem xxxxx, 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 hereunder to pay the expenses of Expenses in connection with any proceeding against IndemniteeClaim, the Company shall be entitled to assume the defense of such proceedingClaim, at its own expense, with counsel approved by Indemnitee (such the Indemnitee, which approval shall not to be unreasonably withheld), upon the delivery delive1y 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 proceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ his or her own Indemnitee's 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 by Indemnitee has been previously authorized by the Company, (iiB) Indemnitee shall have reasonably concluded that there may be is 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 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, 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 the counsel retained by 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, 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 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(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 with respect to such defenseproceeding, or (iiiC) the Company -3- shall not, in fact, have employed counsel to assume the defense of such proceeding, then all such fees and expenses of one counsel to the Indemnitee 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 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 4 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 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, 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 Corporation shall be obligated under Section 2(a) hereof this Agreement to pay the expenses Expenses of any proceeding Proceeding against Indemnitee, the Company Corporation, if appropriate, shall be entitled to assume the defense of any 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 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 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 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, defense or (iiiC) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the Expenses of Indemnitee's counsel shall be paid by the Corporation.

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(a3(a) hereof to pay the expenses of any proceeding against Indemnitee, the 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 withheldwithheld or unduly 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 Indemnity 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 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 '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 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 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) hereof 3 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 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, Mobility Indemnity Agreement 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, 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 '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 at the Company's expense has been previously authorized by the Company, (iiB) Indemnitee shall have has 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 has 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(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company Company, 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 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, defence or (iiiC) the Company 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 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 shall will be entitled to participate therein at its own expense, and, except as otherwise provided below, the Company may assume the defense thereof, with counsel selected by the Company but satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of such a 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 expenses subsequently incurred by Indemnitee in connection with respect to the same proceedingdefense thereof, other than as provided that below. Indemnitee shall have the right to employ his or her own counsel in any proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense of the 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 be at the Company’s expense if of Indemnitee, 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 conflict of interest between the Company and Indemnitee in the conduct of any such defense, the defense of a proceeding or (iii) the Company shall not, not in fact, fact have employed counsel to assume the defense of such a proceeding, in each of which cases the fees and expenses of Indemnitee's counsel shall be advanced by the Company. Notwithstanding the foregoing, the Company shall not be entitled to assume the defense of any proceeding brought by or in the right of the Company.