Common use of Additional Indemnification Clause in Contracts

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3 or 4, the Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 8(a) to the fullest extent permitted by law if Indemnitee is party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Corporation to procure a judgment in its favor) involving a claim against Indemnitee for breach of fiduciary duty by Indemnitee against all Expenses, judgments and fines actually and reasonably incurred by Indemnitee in connection with such Proceeding, provided that no indemnity shall be made under this Section 8(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Corporation or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law or with respect to an unlawful distribution under ORS 60.367. (b) Notwithstanding any limitation in Sections 3, 4 or 58(a), the Company Corporation shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company Corporation to procure a judgment in its favor) against all Expenses, judgments, fines, penalties judgments and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) fines actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “such Proceeding to the fullest extent permitted by law” shall includethe Act, but not be limited to: (i) including the fullest extent permitted by the nonexclusivity provision of the DGCL that authorizes or contemplates additional indemnification by agreement or the corresponding ORS 60.414(1) and any successor provision of any amendment to or replacement of the DGCL; and (ii) the fullest extent authorized or permitted by and including any amendments to or replacements of the DGCL Act adopted after the date of this Agreement hereof that may increase the extent to which a corporation may indemnify its officers and directors. (c) The indemnification provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Restated Articles of Incorporation, the Bylaws, any other agreement, any vote of shareholders or directors, the Act, or otherwise, both as to action in Indemnitee’s official capacity or as to action in another capacity while holding such office. The indemnification under this Agreement shall continue as to Indemnitee even though Indemnitee may have ceased to be a director or officer and shall inure to the benefit of the heirs and personal representatives of Indemnitee.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3 or 4, the Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 8(a) to the fullest extent permitted by law if Indemnitee is party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Corporation to procure a judgment in its favor) involving a claim against Indemnitee for breach of fiduciary duty by Indemnitee against all Expenses, judgments and fines actually and reasonably incurred by Indemnitee in connection with such Proceeding, provided that no indemnity shall be made under this Section 8(a) on account of Indemnitee's conduct which constitutes a breach of Indemnitee's duty of loyalty to the Corporation or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law or with respect to an unlawful distribution under ORS 60.367. (b) Notwithstanding any limitation in Sections 3, 4 or 58(a), the Company Corporation shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company Corporation to procure a judgment in its favor) against all Expenses, judgments, fines, penalties judgments and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) fines actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “such Proceeding to the fullest extent permitted by law” shall includethe Act, but not be limited to: (i) including the fullest extent permitted by the nonexclusivity provision of the DGCL that authorizes or contemplates additional indemnification by agreement or the corresponding ORS 60.414(1) and any successor provision of any amendment to or replacement of the DGCL; and (ii) the fullest extent authorized or permitted by and including any amendments to or replacements of the DGCL Act adopted after the date of this Agreement hereof that may increase the extent to which a corporation may indemnify its officers and directors. (c) The indemnification provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Restated Articles of Incorporation, the Bylaws, any other agreement, any vote of shareholders or directors, the Act, or otherwise, both as to action in Indemnitee's official capacity or as to action in another capacity while holding such office. The indemnification under this Agreement shall continue as to Indemnitee even though Indemnitee may have ceased to be a director or officer and shall inure to the benefit of the heirs and personal representatives of Indemnitee.

Additional Indemnification. (a) a. Notwithstanding any limitation in Sections 3, 4 4, or 5, the Indemnitors shall be jointly and severally liable to indemnify the Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of the Indemnitee’s conduct which has been adjudicated to constitute a breach of the Indemnitee’s duty of loyalty to the Company or its shareholders or an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. b. Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the Indemnitors shall be jointly and severally liable to indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) c. For purposes of Section Sections 7(a) and 7(b), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its stockholders shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgement in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. (c) For purposes of Section Sections 7(a) and 7(b), the meaning of the phrase “"to the fullest extent permitted by law” " shall include, but not be limited to: (i) i. to the fullest extent permitted by the provision of the DGCL Act that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; Act, and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 3 or 54, the Company Corporation shall indemnify Indemnitee Director to the fullest extent permitted by applicable law if Indemnitee Director is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company Corporation to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect Losses of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee Director in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a)this Agreement, the meaning of the phrase “"to the fullest extent permitted by applicable law” " shall include, but not be limited toinclude the following: (i) with respect to the Corporation: (A) to the fullest extent permitted by the provision provisions of the DGCL Maryland law that authorizes authorize, permit or contemplates contemplate additional indemnification by agreement agreement, or the corresponding provision provisions of any amendment to or replacement of the DGCLsuch provisions of Maryland law; and (iiB) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL such provisions of Maryland law adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (ii) with respect to the Operating Partnership: (A) to the fullest extent permitted by the provisions of Delaware law that authorize, permit or contemplate additional indemnification by agreement, or the corresponding provisions of any amendment to or replacement of such provisions of Delaware law; and (B) to the fullest extent authorized or permitted by any amendments to or replacements of such provisions of Delaware law adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to or a participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties fines and amounts paid in settlement) actually and reasonably incurred by or on behalf of Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a8(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) i. to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or to an Enterprise or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes is finally determined by a court of competent jurisdiction to constitute a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is to be an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 32, 4 3 or 54, but subject to Section 7, the Company shall indemnify Indemnitee to the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by by) law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, finesfines and, penalties and subject to Section 10(c), amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(aNotwithstanding any limitation in Sections 2, 3, 4 or 6(a), but subject to Section 7, the meaning of the phrase “Company shall indemnify Indemnitee to the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by law” shall include, but not be limited to: (i) or in the fullest extent permitted by the provision right of the DGCL that authorizes or contemplates additional indemnification Company to procure a judgment in its favor) against all Expenses, judgments, fines and, subject to Section 10(c), amounts paid in settlement actually and reasonably incurred by agreement or Indemnitee in connection with the corresponding provision of any amendment to or replacement of the DGCL; and (ii) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsProceeding.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 55 hereof or in Section 145 of the DGCL or other applicable statutory provision, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties Losses and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity indemnification shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders investors or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section Sections 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) i. to the fullest extent authorized or permitted by the provision then-applicable provisions of the DGCL or other applicable statutory provision, that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; DGCL or other applicable statutory provision, and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or other applicable statutory provision, adopted after the date of this Agreement that increase the extent to which a corporation limited liability company or partnership, as applicable may indemnify its officers and directorsofficers, directors or persons holding similar fiduciary responsibilities. (c) Indemnitee shall be entitled to the prompt payment of all Expenses reasonably incurred in enforcing successfully (fully or partially) this Agreement.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 55 hereof or in Section 145 of the DGCL or other applicable statutory provision, the Company and the shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties Losses and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity indemnification shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders investors or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section Sections 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) i. to the fullest extent authorized or permitted by the provision then-applicable provisions of the DGCL or other applicable statutory provision, that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; DGCL or other applicable statutory provision, and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or other applicable statutory provision, adopted after the date of this Agreement that increase the extent to which a corporation limited liability company or partnership, as applicable may indemnify its officers and directorsofficers, directors or persons holding similar fiduciary responsibilities. (c) Indemnitee shall be entitled to the prompt payment of all Expenses reasonably incurred in enforcing successfully (fully or partially) this Agreement.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to or a participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties fines and amounts paid in settlement) actually and reasonably incurred by or on behalf of Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a8(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) i. to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; , and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers officers, directors and directorsadvisors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 55 hereof, but in addition to such Sections, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is made, or is threatened to be made, a party to or threatened to be made a party to participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Losses actually and reasonably incurred by or on behalf of Indemnitee in connection with the Proceeding. No indemnity The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be made that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty the procedures, and subject to the Company or its stockholders or is an act or omission not presumptions, set forth in good faith or which involves intentional misconduct or a knowing violation of the lawthis Agreement) to be unlawful. (b) For purposes of Section Sections 3, 4, 5, 6 and 7(a)) hereof, the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) i. to the fullest extent authorized or permitted by the provision provisions of the DGCL as in effect as of the date of this Agreement that authorizes authorize or contemplates additional contemplate indemnification by agreement or the corresponding provision of any amendment to or replacement of the DGCLagreement; and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (c) If (i) Indemnitee is or was affiliated with one or more companies or funds that has invested in the Company (an “Appointing Stockholder”) and (ii) such Appointing Stockholder is, or is threatened to be made, a party to or a participant in any Proceeding based on the Indemnitee’s Corporate Status, the Appointing Stockholder will be entitled to indemnification hereunder for Losses and Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of Appointing Stockholder. The Company and Indemnitee agree that any Appointing Stockholders are express third party beneficiaries of the terms of this Section 7(c).

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s 's conduct which constitutes is finally determined by a court of competent jurisdiction to constitute a breach of Indemnitee’s 's duty of loyalty to the Company or its stockholders or is to be an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” "TO THE FULLEST EXTENT PERMITTED BY LAW" shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 55 hereof or in Section 145 of the DGCL or other applicable statutory provision, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties Losses and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity , provided that no indemnification shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders investors or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section Sections 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) to the fullest extent authorized or permitted by the provision then-applicable provisions of the DGCL or other applicable statutory provision, that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; DGCL or other applicable statutory provision, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or other applicable statutory provision, adopted after the date of this Agreement that increase the extent to which a corporation limited liability company or partnership, as applicable, may indemnify its officers and directorsofficers, directors or persons holding similar fiduciary responsibilities. (c) Indemnitee shall be entitled to the prompt payment of all Expenses reasonably incurred in enforcing successfully (fully or partially) this Agreement.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 55 hereof or in Section 145 of the DGCL or other applicable statutory provision, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties Losses and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity ; provided, however, that no indemnification shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders investors or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section Sections 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) to the fullest extent authorized or permitted by the provision then-applicable provisions of the DGCL or other applicable statutory provision, that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; DGCL or other applicable statutory provision, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or other applicable statutory provision, adopted after the date of this Agreement that increase the extent to which a corporation corporation, limited liability company or partnership, as applicable, may indemnify its officers and directorsofficers, directors or persons holding similar fiduciary responsibilities. (c) Indemnitee shall be entitled to the prompt payment of all Expenses reasonably incurred in enforcing successfully (fully or partially) this Agreement.

Additional Indemnification. (a1) Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a7(1) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its stockholders shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b2) Notwithstanding any limitation in Sections 3, 4, 5 or 7(1), the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. (3) For purposes of Section 7(aSections 7(1) and 7(2), the meaning of the phrase “"to the fullest extent permitted by law” " shall include, but not be limited to: (i) 1. to the fullest extent permitted by the provision of the DGCL Act that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; Act, and (ii) 2. to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “"to the fullest extent permitted by law” " shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding; provided, however, that the Company shall have the right to consent to any settlement, which consent shall not be unreasonably withheld. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 5, the Indemnitors shall be jointly and severally liable to indemnify the Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of the Indemnitee’s conduct which has been adjudicated to constitute a breach of the Indemnitee’s duty of loyalty to the Company or its shareholders or an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the Indemnitors shall be jointly and severally liable to indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (bc) For purposes of Section Sections 7(a) and 7(b), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” "TO THE FULLEST EXTENT PERMITTED BY LAW" shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee was, is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company or the Predecessor Company, as applicable, to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or the Predecessor Company or its equity owners, as applicable, or is an act or omission not in good faith Good Faith or which involves intentional misconduct or a knowing violation of the law. (b) Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee was, is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company or the Predecessor Company, as applicable, to procure a judgment in its favor) against all Expenses incurred by Indemnitee in connection with the Proceeding. (c) For purposes of Section Sections 7(a) and 7(b), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; , and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase increases the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 3 or 54, the Company Corporation shall indemnify Indemnitee Executive to the fullest extent permitted by applicable law if Indemnitee Executive is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company Corporation to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect Losses of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee Executive in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.<PAGE> (b) For purposes of Section 7(a)this Agreement, the meaning of the phrase “"to the fullest extent permitted by applicable law” " shall include, but not be limited toinclude the following: (i) with respect to the Corporation: (A) to the fullest extent permitted by the provision provisions of the DGCL Maryland law that authorizes authorize, permit or contemplates contemplate additional indemnification by agreement agreement, or the corresponding provision provisions of any amendment to or replacement of the DGCLsuch provisions of Maryland law; and (iiB) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL such provisions of Maryland law adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (ii) with respect to the Operating Partnership: (A) to the fullest extent permitted by the provisions of Delaware law that authorize, permit or contemplate additional indemnification by agreement, or the corresponding provisions of any amendment to or replacement of such provisions of Delaware law; and (B) to the fullest extent authorized or permitted by any amendments to or replacements of such provisions of Delaware law adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law, but this exception shall only apply after a final adjudication of the Proceeding. (b) For purposes of Section Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the meaning Company shall indemnify and hold harmless Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the phrase “Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the fullest extent permitted by law” shall include, but not be limited to: (i) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsProceeding.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 5, the Indemnitors shall be jointly and severally liable to indemnify the Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of the Indemnitee's conduct which has been adjudicated to constitute a breach of the Indemnitee's duty of loyalty to the Company or its shareholders or an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the Indemnitors shall be jointly and severally liable to indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (bc) For purposes of Section Sections 7(a) and 7(b), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of to such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding; provided, however, that the Company shall have the right to consent to any settlement, which consent shall not be unreasonably withheld. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: : (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsdirectors and persons serving in certain other capacities at the request of a corporation.

Additional Indemnification. (a) Notwithstanding The Company agrees, as set forth in this Section 6, to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Company’s articles of incorporation, the Company’s bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (Proceeding, including a Proceeding by or in the right of the Company to procure a judgment in its favor) , against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is involving an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a6(a), the meaning of the phrase “to the fullest extent permitted by law” shall includeincludes, but is not be limited to: (i) to the fullest extent permitted by the provision of the DGCL Act that authorizes or contemplates additional indemnification by agreement or the corresponding provision of any amendment to or replacement of the DGCL; Act, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.

Additional Indemnification. (a) 7.1 Notwithstanding any limitation in Sections 3, 4 4, 5 or 56, the Company Corporation shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to to, or otherwise incurs expenses in connection with any Proceeding (including a Proceeding by or in the right of the Company Corporation to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the such Proceeding. No , provided that no indemnity shall be made under this Section 7(a) 7.1 on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company Corporation or its stockholders or stockholders, is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law, results from an unlawful distribution under the Act, or results in Indemnitee having derived an improper personal benefit. (b) 7.2 For purposes of Section 7(a)7.1, the meaning of the phrase “"to the fullest extent permitted by law” " shall include, but not no be limited to: (i) the 7.2.1 The fullest extent permitted by the provision of the DGCL Act that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; Act, and (ii) the 7.2.2 The fullest extent authorized or permitted by any amendments to or replacements of the DGCL Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) 7.1 Notwithstanding any limitation in Sections 3, 4 4, 5 or 56, the Company Corporation shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to to, or otherwise incurs expenses in connection with any Proceeding (including a Proceeding by or in the right of the Company Corporation to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the such Proceeding. No , provided that no indemnity shall be made under this Section 7(a) 7.1 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company Corporation or its stockholders or stockholders, is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law, results from an unlawful distribution under the Act, or results in Indemnitee having derived an improper personal benefit. (b) 7.2 For purposes of Section 7(a)7.1, the meaning of the phrase “to the fullest extent permitted by law” shall include, but not no be limited to: (i) the 7.2.1 The fullest extent permitted by the provision of the DGCL Act that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; Act, and (ii) the 7.2.2 The fullest extent authorized or permitted by any amendments to or replacements of the DGCL Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 55 hereof or other applicable statutory provision, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties Losses and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity indemnification shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders investors or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section Sections 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) i. to the fullest extent authorized or permitted by the provision then-applicable provisions of the DGCL DC Law or other applicable statutory provision, that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; DC Law or other applicable statutory provision, and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL DC Law or other applicable statutory provision, adopted after the date of this Agreement that increase the extent to which a corporation limited liability company or partnership, as applicable may indemnify its officers and directorsofficers, directors or persons holding similar fiduciary responsibilities. (c) Indemnitee shall be entitled to the prompt payment of all Expenses reasonably incurred in enforcing successfully (fully or partially) this Agreement.

Additional Indemnification. (a) Notwithstanding Except as provided in Section 9, notwithstanding any limitation in provisions of Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or is threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favorCompany) against all Expenses, losses, liabilitites, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, losses, liabilities, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with the Proceeding. No indemnity such Proceeding (all such Expenses, losses, liabilities, judgments, fines, penalties and amounts paid in settlement shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty presumed to be reasonably incurred, and the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation shall have the burden of the lawproof to overcome that presumption). (b) For purposes of Section 7(a8(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCLDGCL or such provision thereof; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 55 hereof or in Section 145 of the DGCL or other applicable statutory provision, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties Losses and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity , provided that no indemnification shall be made under this Section 7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its stockholders investors or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section Sections 7(a), the meaning of the phrase “"to the fullest extent permitted by law” " shall include, but not be limited to: (i) to the fullest extent authorized or permitted by the provision then-applicable provisions of the DGCL or other applicable statutory provision, that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; DGCL or other applicable statutory provision, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or other applicable statutory provision, adopted after the date of this Agreement that increase the extent to which a corporation limited liability company or partnership, as applicable, may indemnify its officers and directorsofficers, directors or persons holding similar fiduciary responsibilities. (c) Indemnitee shall be entitled to the prompt payment of all Expenses reasonably incurred in enforcing successfully (fully or partially) this Agreement.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Losses, Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (c) For purposes of clarification, Indemnitee shall be entitled to prompt payment of all Expenses reasonably incurred in enforcing successfully (fully or partially) this Agreement.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding; PROVIDED, HOWEVER, that the Company shall have the right to consent to any settlement, which consent shall not be unreasonably withheld. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “"to the fullest extent permitted by applicable law” " shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of to such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding; provided, however, that the Company shall have the right to consent to any settlement, which consent shall not be unreasonably withheld. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: : (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsdirectors and persons serving in certain other capacities at the request of a corporation.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 55 .hereof or in Section 145 of the DGCL or other applicable statutory provision, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties Losses and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity indemnification shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders investors or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (ba) For purposes of Section Sections 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) to the fullest extent authorized or permitted by the provision then applicable provisions of the DGCL or other applicable statutory provision, that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; DGCL or other applicable statutory provision, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or other applicable statutory provision, adopted after the date of this Agreement that increase the extent to which a corporation limited liability company or partnership, as applicable may indemnify its officers and directorsofficers, directors or persons holding similar fiduciary responsibilities. (b) Indemnitee shall be entitled to the prompt payment of all Expenses reasonably incurred in enforcing successfully (fully or partially) this Agreement.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 3 or 54, the Company Corporation shall indemnify Indemnitee Director to the fullest extent permitted by applicable law if Indemnitee Director is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company Corporation to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect Losses of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee Director in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a)this Agreement, the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited toinclude the following: (i) with respect to the Corporation: (A) to the fullest extent permitted by the provision provisions of the DGCL Maryland law that authorizes authorize, permit or contemplates contemplate additional indemnification by agreement agreement, or the corresponding provision provisions of any amendment to or replacement of the DGCLsuch provisions of Maryland law; and (iiB) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL such provisions of Maryland law adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (ii) with respect to the Operating Partnership: (A) to the fullest extent permitted by the provisions of Delaware law that authorize, permit or contemplate additional indemnification by agreement, or the corresponding provisions of any amendment to or replacement of such provisions of Delaware law; and (B) to the fullest extent authorized or permitted by any amendments to or replacements of such provisions of Delaware law adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding Except as provided in Section 7, and notwithstanding any limitation in Sections 2 or 3, 4 or 5, the Company Partnership shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or is threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company Partnership to procure a judgment in its favor) against all Expenses, penalties, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a6(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited tomean: (i) i. to the fullest extent permitted by the provision provisions of the DGCL Delaware Revised Uniform Limited Partnership Act (as amended, the “DRUPLA”) that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision provisions of any amendment to or replacement of the DGCLDRUPLA or such provision thereof, but in any event subject to the limitations on indemnification expressly provided for in the LP Agreement; and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL DRUPLA adopted after the date of this Agreement that increase the extent to which a corporation limited partnership may indemnify its officers or its general partner’s directors, officers, employees and directorsagents, but in any event subject to the limitations on indemnification expressly provided for in the LP Agreement.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 55 hereof or in Section 145 of the DGCL or other applicable statutory provision, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties Losses and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity ; provided, however, that no indemnification shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders investors or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section Sections 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) to the fullest extent authorized or permitted by the provision then-applicable provisions of the DGCL or other applicable statutory provision, that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; DGCL or other applicable statutory provision, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or other applicable statutory provision, adopted after the date of this Agreement that increase the extent to which a corporation limited liability company or partnership, as applicable, may indemnify its officers and directorsofficers, directors or persons holding similar fiduciary responsibilities. (c) Indemnitee shall be entitled to the prompt payment of all Expenses reasonably incurred in enforcing successfully (fully or partially) this Agreement.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 55 hereof or in Section 145 of the DGCL or other applicable statutory provision, the Company and the shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties Losses and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity indemnification shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders investors or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section Sections 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) i. to the fullest extent authorized or permitted by the provision then applicable provisions of the DGCL or other applicable statutory provision, that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; DGCL or other applicable statutory provision, and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or other applicable statutory provision, adopted after the date of this Agreement that increase the extent to which a corporation limited liability company or partnership, as applicable may indemnify its officers and directorsofficers, directors or persons holding similar fiduciary responsibilities. (c) Indemnitee shall be entitled to the prompt payment of all Expenses reasonably incurred in enforcing successfully (fully or partially) this Agreement.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall be liable to indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to to, or threatened to be made a party to to, any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No ; provided, however, that no indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes has been adjudicated (under the procedures and subject to the presumptions set forth in Sections 11 and 12 hereof) to constitute a breach of Indemnitee’s duty of loyalty to the Company or its stockholders shareholders or is to constitute an act or omission not in good faith or which involves involving intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i1) to the fullest extent permitted by the any provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and (ii2) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 32, 4 3 or 54, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company Proceeding or its stockholders any claim, issue or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the lawmatter therein. (b) For purposes of Section 7(a6(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (c) If the Indemnitee is entitled under any provision of this Agreement or otherwise to indemnification or advancement of Expenses by the Company for a portion, but not all, of any indemnification or Expenses incurred by or owing to the Indemnitee, the Company shall indemnify or advance Expenses to the Indemnitee, as the case may be, for the portion thereof to which Indemnitee is entitled.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a8(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) i. to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; , and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (c) If a Proceeding for which Indemnitee is entitled to be indemnified hereunder asserts a claim against (i) the lawful spouse or legally recognized domestic partner of Indemnitee or (ii) a property interest of such spouse or domestic partner, then indemnification shall be extended to such spouse or domestic partner or for the protection of the property of such spouse or domestic partner to the extent that the Proceeding does not arise from any actual or alleged act, error or omission of such spouse or domestic partner.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 55 or in Section 145 of the DGCL or any other applicable statutory provision, the Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, finesFines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, finesFines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity indemnification shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes which, through a final judicial adjudication, has been determined to constitute either a breach of Indemnitee’s duty of loyalty to the Company or its stockholders investors or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of this Agreement, including without limitation Section 7(a)) hereof, the meaning of the phrase “to the fullest extent permitted by applicable law” shall includeincludes, but not be limited to: without limitation: (i) to the fullest extent authorized or permitted by the provision provisions of the DGCL as are in effect as of the date hereof, or any other applicable statutory provision, that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCLDGCL or other applicable statutory provision; and and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or other applicable statutory provision, adopted after the date of this Agreement that increase the extent to which a corporation the Company or any Enterprise may indemnify its officers and directorsAgents or other Persons holding similar fiduciary responsibilities.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, 5 or 58(c) or in Section 145 of the DGCL or any other applicable statutory provision, but subject to Section 10(f), the Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, finesFines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, finesFines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity indemnification shall be made under Sections 3, 4, 5 or 8(c) or under this Section 7(a) on account of Indemnitee’s conduct which constitutes which, through a final judicial adjudication, has been determined to constitute either a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of this Agreement, including without limitation Section 7(a)) hereof, the meaning of the phrase “to the fullest extent permitted by applicable law” shall includeincludes, but not be limited to: without limitation: (i) to the fullest extent authorized or permitted by the provision provisions of the DGCL as are in effect as of the date hereof, or any other applicable statutory provision, that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCLDGCL or other applicable statutory provision; and and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or other applicable statutory provision, adopted after the date of this Agreement that increase the extent to which a corporation the Company or any Enterprise may indemnify its officers and directorsAgents or other Persons holding similar fiduciary responsibilities.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 55 hereof, but subject to Article VII of the Certificate of Incorporation and Section 8 hereof, the Company shall indemnify Indemnitee to the fullest extent permitted by law and Article VII of the Certificate of Incorporation, if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties Losses and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity indemnification shall be made under this Section 7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “"to the fullest extent permitted by law” " shall include, but not be limited to: (i) i. to the fullest extent authorized or permitted by the provision then-applicable provisions of the DGCL that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; , and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (c) Indemnitee shall be entitled to the prompt payment of all Expenses reasonably incurred in enforcing successfully (fully or partially) this Agreement.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 55 .hereof or in Section 145 of the DGCL or other applicable statutory provision, the Company and the shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties Losses and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity indemnification shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders investors or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section Sections 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) to the fullest extent authorized or permitted by the provision then-applicable provisions of the DGCL or other applicable statutory provision, that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; DGCL or other applicable statutory provision, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or other applicable statutory provision, adopted after the date of this Agreement that increase the extent to which a corporation limited liability company or partnership, as applicable may indemnify its officers and directorsofficers, directors or persons holding similar fiduciary responsibilities. (c) Indemnitee shall be entitled to the prompt payment of all Expenses reasonably incurred in enforcing successfully (fully or partially) this Agreement.

Additional Indemnification. (a) a. Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which that constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders shareholders or is an act or omission not in good faith Good Faith or which involves intentional misconduct or a knowing violation of the law. (b) b. For purposes of Section Sections 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) to the fullest extent permitted by the a provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; , and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of to such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding; provided, however, that the Company shall have the right to consent to any settlement, which consent shall not be unreasonably withheld. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “"to the fullest extent permitted by applicable law” " shall include, but not be limited to: : (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsdirectors and persons serving in certain other capacities at the request of a corporation.

Additional Indemnification. (a) Notwithstanding Except as provided in Section 8, notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or is threatened (or reasonably likely to be threatened) to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) to the fullest extent permitted by the any provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; andDGCL or such provision thereof; (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors; and (iii) if Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines or amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding, and any appeal therefrom but not, however for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses, judgments, fines or amounts paid in settlement to which Indemnitee is entitled.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 55 or in Sections 721 through 726 of the BCL or any other applicable statutory provision, the Company shall hereby covenants and agrees to indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, finesFines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, finesFines, penalties and amounts paid in settlement) actually and reasonably necessarily incurred by Indemnitee in connection with the Proceeding. No indemnity indemnification shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes which, through a final judicial adjudication, has been determined to constitute either a breach of Indemnitee’s duty of loyalty to the Company or its stockholders investors or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of this Agreement, including without limitation Section 7(a)) hereof, the meaning of the phrase “to the fullest extent permitted by applicable law” shall includeincludes, but not be limited to: without limitation: (i) to the fullest extent authorized or permitted by the provision then-applicable provisions of the DGCL BCL or any other applicable statutory provision, that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCLBCL or other applicable statutory provision; and and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL BCL or other applicable statutory provision, adopted after the date of this Agreement that increase the extent to which a corporation the Company or any other Enterprise may indemnify its officers and directorsAgents or other Persons holding similar fiduciary responsibilities.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “"to the fullest extent permitted by law” " shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; , and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify the Indemnitee to the fullest extent permitted by law if the Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by the Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of the Indemnitee’s conduct which constitutes a breach of the Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 55 .hereof or in Section 145 of the DGCL or other applicable statutory provision, the Company and the shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties Losses and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity indemnification shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders investors or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section Sections 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) i. to the fullest extent authorized or permitted by the provision then-applicable provisions of the DGCL or other applicable statutory provision, that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; DGCL or other applicable statutory provision, and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or other applicable statutory provision, adopted after the date of this Agreement that increase the extent to which a corporation limited liability company or partnership, as applicable may indemnify its officers and directorsofficers, directors or persons holding similar fiduciary responsibilities. (c) Indemnitee shall be entitled to the prompt payment of all Expenses reasonably incurred in enforcing successfully (fully or partially) this Agreement.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 32, 4 3 or 54, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company Proceeding or its stockholders any claim, issue or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the lawmatter therein. (b) For purposes of Section 7(a6(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) the fullest extent permitted by the provision of the DGCL NGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCLNGCL; and (ii) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL NGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (c) If the Indemnitee is entitled under any provision of this Agreement or otherwise to indemnification or advancement of Expenses by the Company for a portion, but not all, of any indemnification or Expenses incurred by or owing to the Indemnitee, the Company shall indemnify or advance Expenses to the Indemnitee, as the case may be, for the portion thereof to which Indemnitee is entitled.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 32, 4 or 53 and 4, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the ProceedingProceeding or any claim, issue or matter therein. No indemnity To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Certificate and Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall be made under enjoy by this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty Agreement the greater benefits so afforded by such change, subject to the Company restrictions expressly set forth herein or its stockholders or therein. If the Indemnitee is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) the fullest extent permitted by the entitled under any provision of the DGCL that authorizes or contemplates additional indemnification by agreement or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase to indemnification by the extent Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses to which a corporation may indemnify its officers and directorsthe Indemnitee is entitled.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 Section 3 or 5Section 4, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, losses, liabilities, judgments, finespenalties, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any such Expenses, losses, liabilities, judgments, fines, penalties and or amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a6(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) i. to the fullest extent permitted by the provision of the DGCL IBCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; IBCL, and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL IBCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law., (b) For purposes of Section 7(a), the meaning of the phrase “"to the fullest extent permitted by law” " shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; , and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 53 but subject to Section 8, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or participant in or is threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company or to procure a judgment in its favorfavour) against all Expenses, demands, actions, payments, judgments, fines, penalties liabilities, losses, damages and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by or on behalf of Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision provisions of the DGCL Bye-laws that authorizes authorize, permit or contemplates contemplate additional indemnification by agreement agreement, court action or the corresponding provision of any amendment to or replacement of the DGCLBye-laws or such provisions thereof; (ii) to the fullest extent permitted by the provisions of the Companies Act that authorize, permit or contemplate additional indemnification by agreement, court action or the corresponding provision of any amendment to or replacement of the Companies Act; and (iiiii) to the fullest extent authorized or permitted by any amendments to or replacements of Bermuda law (or such successor law), the DGCL adopted Companies Act, the Bye-laws or the agreement or court action adopted, entered into or that are adjudicated after the date of this Agreement that increase the extent to which a corporation company may indemnify its directors, secretaries, officers and directorsexecutives.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 55 hereof, but subject to Article VII of the Certificate of Incorporation and Section 8 hereof, the Company shall indemnify Indemnitee to the fullest extent permitted by law and Article VII of the Certificate of Incorporation, if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties Losses and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity indemnification shall be made under this Section 7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “"to the fullest extent permitted by law” " shall include, but not be limited to: (i) i. to the fullest extent authorized or permitted by the provision then-applicable provisions of the DGCL that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and, and --- (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (c) Indemnitee shall be entitled to the prompt payment of all Expenses reasonably incurred in enforcing successfully (fully or partially) this Agreement.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 53 but subject to Section 8, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or participant in or is threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company or to procure a judgment in its favor) against all Expenses, demands, actions, payments, judgments, fines, penalties liabilities, losses, damages and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by or on behalf of Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision provisions of the DGCL Articles that authorizes authorize, permit or contemplates contemplate additional indemnification by agreement agreement, court action or the corresponding provision of any amendment to or replacement of the DGCLArticles or such provisions thereof; (ii) to the fullest extent permitted by the provisions of English law that authorize, permit or contemplate additional indemnification by agreement, court action or the corresponding provision of any amendment to or replacement of English law or such provisions thereof; and (iiiii) to the fullest extent authorized or permitted by any amendments to or replacements of English law (or such successor law), the DGCL adopted Articles or the agreement or court action adopted, entered into or that are adjudicated after the date of this Agreement Deed that increase the extent to which a corporation company may indemnify its directors, secretaries, officers and directorsexecutives.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” "TO THE FULLEST EXTENT PERMITTED BY LAW" shall include, but not be limited to: (i) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which that constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section Sections 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) to the fullest extent permitted by the a provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; , and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 53 but subject to Section 8, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or participant in or is threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company or to procure a judgment in its favorfavour) against all Expenses, demands, actions, payments, judgments, fines, penalties liabilities, losses, damages and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by or on behalf of Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision provisions of the DGCL Articles that authorizes authorize, permit or contemplates contemplate additional indemnification by agreement agreement, court action or the corresponding provision of any amendment to or replacement of the DGCLArticles or such provisions thereof; (ii) to the fullest extent permitted by the provisions of English law that authorize, permit or contemplate additional indemnification by agreement, court action or the corresponding provision of any amendment to or replacement of English law or such provisions thereof; and (iiiii) to the fullest extent authorized or permitted by any amendments to or replacements of English law (or such successor law), the DGCL adopted Articles or the agreement or court action adopted, entered into or that are adjudicated after the date of this Agreement Deed that increase the extent to which a corporation company may indemnify its directors, secretaries, officers and directorsexecutives.

Additional Indemnification. (a) Notwithstanding any limitation limitation, express or implied, in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 53 but subject to Section 8, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or participant in or is threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company or Ensco Delaware to procure a judgment in its favor) against all Expenses, demands, actions, payments, judgments, fines, penalties liabilities, losses, damages and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by or on behalf of Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision provisions of the DGCL Articles that authorizes authorize, permit or contemplates contemplate additional indemnification by agreement agreement, court action or the corresponding provision of any amendment to or replacement of the DGCLArticles or such provisions thereof; (ii) to the fullest extent permitted by the provisions of English law that authorize, permit or contemplate additional indemnification by agreement, court action or the corresponding provision of any amendment to or replacement of English law or such provisions thereof; and (iiiii) to the fullest extent authorized or permitted by any amendments to or replacements of English law (or such successor law), the DGCL adopted Articles or the agreement or court action adopted, entered into or that are adjudicated after the date of this Agreement Deed that increase the extent to which a corporation company may indemnify its directors, secretaries, officers and directorsexecutives.