The Indemnified Party shall have the right to employ
separate counsel in any such
action and to participate in the defense thereof, but the fees and expenses
of such counsel shall not be at the expense
of the Indemnifying Party if the Indemnifying Party has assumed the defense
of the
action with counsel reasonably satisfactory to the Indemnified Party; provided that the fees and expenses
of such counsel shall be at the expense
of the Indemnifying Party if (i) the employment
of such counsel has been specifically authorized in writing by the Indemnifying Party or (ii) the named parties to any such
action (including any impleaded parties) include both the Indemnified Party or parties and the Indemnifying Party and, in the judgement
of counsel for the Indemnified Party, it is advisable for the Indemnified Party or parties to be represented by
separate counsel (in which case the Indemnifying Party shall not have the right to assume the defense
of such
action on behalf
of the Indemnified Party or parties, it being understood, however, that the Indemnifying Party shall not, in connection with any one such
action or
separate but substantially similar or related
actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses
of more than one
separate firm
of attorneys for the Indemnified Party or parties.