IN EACH OF WHICH CASES THE REASONABLE FEES
AND EXPENSES OF COUNSEL FOR INDEMNITEE SHALL BE AT THE EXPENSE OF THE BANK,
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BY THIS AGREEMENT, AND PROVIDED THAT
INDEMNITEE'S COUNSEL SHALL COOPERATE REASONABLY WITH THE BANK'S COUNSEL TO
MINIMIZE THE COST OF DEFENDING CLAIMS AGAINST THE BANK AND INDEMNITEE.
THE BANK
SHALL NOT BE ENTITLED, WITHOUT THE CONSENT OF INDEMNITEE, TO ASSUME THE DEFENSE
OF ANY CLAIM BROUGHT BY OR IN
4
THE RIGHT OF THE BANK OR AS TO WHICH COUNSEL FOR INDEMNITEE SHALL HAVE
REASONABLY MADE THE CONCLUSION PROVIDED FOR IN CLAUSE (II) ABOVE.
(B)
THE BANK SHALL NOT BE REQUIRED TO INDEMNIFY
INDEMNITEE UNDER THIS AGREEMENT FOR ANY AMOUNTS PAID IN SETTLEMENT OF ANY
PROCEEDING EFFECTED WITHOUT ITS WRITTEN CONSENT.
THE BANK SHALL NOT SETTLE ANY
PROCEEDING IN ANY MANNER WHICH WOULD IMPOSE ANY PENALTY OR LIMITATION ON
INDEMNITEE WITHOUT INDEMNITEE'S WRITTEN CONSENT.
NEITHER THE BANK NOR
INDEMNITEE WILL UNREASONABLY WITHHOLD ITS OR HIS OR HER CONSENT TO ANY PROPOSED
SETTLEMENT.
6.
ADVANCEMENT OF EXPENSES.
IN THE EVENT
THAT (A) THE BANK DOES NOT ASSUME THE DEFENSE PURSUANT TO PARAGRAPH 5 OF THIS
AGREEMENT OF ANY PROCEEDING TO WHICH INDEMNITEE IS A PARTY OR IS THREATENED TO
BE MADE A PARTY BECAUSE OF INDEMNITEE'S CORPORATE STATUS OR BY REASON OF ANY
ACTION ALLEGED TO HAVE BEEN TAKEN OR OMITTED IN CONNECTION THEREWITH AND OF
WHICH THE BANK RECEIVES NOTICE UNDER THIS AGREEMENT OR (B) THE BANK ASSUMES SUCH
DEFENSE BUT INDEMNITEE IS, PURSUANT TO PARAGRAPH 5 OF THIS AGREEMENT,
NONETHELESS ENTITLED TO HAVE THE FEES AND COSTS OF INDEMNITEE'S OWN COUNSEL PAID
FOR BY THE BANK, ANY REASONABLE EXPENSES INCURRED BY INDEMNITEE OR ON HIS OR HER
BEHALF IN DEFENDING SUCH PROCEEDING SHALL BE PAID BY THE BANK IN ADVANCE OF THE
FINAL DISPOSITION OF SUCH PROCEEDING; PROVIDED, HOWEVER, THAT THE PAYMENT OF
SUCH EXPENSES INCURRED BY INDEMNITEE OR ON HIS OR HER BEHALF IN ADVANCE OF THE
FINAL DISPOSITION OF SUCH PROCEEDING SHALL BE MADE ONLY UPON RECEIPT OF (A) A
WRITTEN AFFIRMATION OF INDEMNITEE'S GOOD FAITH BELIEF THAT INDEMNITEE HAS MET
THE APPLICABLE STANDARD OF CONDUCT DESCRIBED IN PARAGRAPH 2 OF THIS AGREEMENT OR
THAT THE PROCEEDING INVOLVES CONDUCT FOR WHICH LIABILITY HAS BEEN ELIMINATED
UNDER A PROVISION OF THE BANK'S ARTICLES OF ORGANIZATION AND (B) AN UNLIMITED
UNDERTAKING BY OR ON BEHALF OF INDEMNITEE TO REPAY ALL AMOUNTS SO ADVANCED IN
THE EVENT THAT IT SHALL ULTIMATELY BE DETERMINED THAT INDEMNITEE IS NOT ENTITLED
TO BE INDEMNIFIED BY THE BANK AS AUTHORIZED IN THIS AGREEMENT.
THE UNDERTAKING
REFERRED TO IN CLAUSE (B) ABOVE SHALL BE AN UNLIMITED, UNSECURED GENERAL
OBLIGATION OF INDEMNITEE AND SHALL BE ACCEPTED WITHOUT REFERENCE TO INDEMNITEE'S
FINANCIAL ABILITY TO MAKE REPAYMENT.
ANY ADVANCES AND UNDERTAKINGS TO REPAY
SHALL BE INTEREST-FREE.
7.
PROCEDURES.
(A)
IN ORDER TO OBTAIN INDEMNIFICATION OR
ADVANCEMENT OF EXPENSES PURSUANT TO THIS AGREEMENT, INDEMNITEE SHALL SUBMIT TO
THE BANK A WRITTEN REQUEST, INCLUDING IN SUCH REQUEST SUCH DOCUMENTATION AND
INFORMATION AS