Common use of Additional Indemnity Clause in Contracts

Additional Indemnity. Subject only to the exclusions set forth in Section 4 hereof, Corporation hereby further agrees to hold harmless and indemnify Director: (a) against any and all expenses (including attorneys' fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of Corporation) to which Director is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and (b) otherwise to the fullest extent as may be provided to Director by Corporation under the non-exclusivity provisions of the Bylaws of Corporation and the Law.

Additional Indemnity. Subject only to the exclusions set forth in Section 4 hereof, Corporation hereby further agrees to hold harmless and indemnify DirectorOfficer: (a) against any and all legal expenses (including attorneys' fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director Officer in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of Corporation) to which Director Officer is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director Officer is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and (b) otherwise to the fullest extent as may be provided to Director Officer by Corporation under the non-exclusivity provisions of the Bylaws of Corporation and the Law.

Additional Indemnity. Subject only to the exclusions set forth in Section 4 3 hereof, Corporation hereby further agrees to hold harmless and indemnify Director: (a) against any and all expenses (including attorneys' fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of Corporation) to which Director is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and (b) otherwise to the fullest extent as may be provided to Director by Corporation under the non-exclusivity provisions of the Bylaws of Corporation and the Law.

Additional Indemnity. Subject only to the exclusions limitations set forth in Section 4 3 hereof, Corporation hereby further agrees to hold harmless and indemnify DirectorOfficer: (a) against any and all expenses (including attorneys' fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director Officer in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of Corporation) to which Director Officer is, was or at any time becomes a party, or is reasonably thought to be threatened to be made a party, by reason of the fact that Director Officer is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan trust or other enterprise; and (b) otherwise to the fullest extent as may be provided to Director Officer by Corporation under the non-exclusivity exclusive provisions of the Bylaws Articles of Incorporation of Corporation and the LawCode.

Additional Indemnity. Subject only to the exclusions set forth in Section 4 hereof, Corporation hereby further agrees to hold harmless and indemnify DirectorOfficer: (a) against Against any and all expenses (including attorneys' fees), witness fees) , judgments, fines and amounts paid in settlement actually and reasonably incurred by Director officer in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) to which Director officer is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director Officer is, was or at any time becomes a an officer, director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a an officer, director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan trust or other enterprise; and (b) otherwise Otherwise to the fullest extent as may be provided to Director officer by Corporation under the non-exclusivity provisions of Section 7-1 of the Bylaws of Corporation and the Law.

Additional Indemnity. Subject only to the exclusions limitations set forth in Section 4 3 hereof, Corporation hereby further agrees to hold harmless and indemnify Director: (a) against any and all expenses (including attorneys' ’ fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of Corporation) to which Director is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan trust or other enterprise; and (b) otherwise to the fullest extent as indemnification may be provided to Director by Corporation under the non-exclusivity provisions of Article V of the Bylaws Articles and Sections 204(a)(11) and 317 of Corporation and the LawCode.

Additional Indemnity. Subject only to the exclusions set forth in Section 4 hereof, Corporation hereby further agrees to hold harmless and indemnify DirectorOfficer: (a) against Against any and all expenses (including attorneys' fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director Officer in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) to which Director Officer is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director Officer is, was or at any time becomes a an officer, director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a an officer, director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan trust or other enterprise; and (b) otherwise Otherwise to the fullest extent as may be provided to Director Officer by Corporation under the non-exclusivity provisions of Section 7-1 of the Bylaws of Corporation and the Law.

Additional Indemnity. Subject only to the exclusions set forth in Section 4 3 hereof, Corporation hereby further agrees to hold harmless and indemnify DirectorOfficer: (a) against any and all legal expenses (including attorneys' fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director Officer in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of Corporation) to which Director Officer is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director Officer is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and (b) otherwise to the fullest extent as may be provided to Director Officer by Corporation under the non-exclusivity provisions of the Bylaws of Corporation Corporation, the Code and the Law.

Additional Indemnity. Subject only to the exclusions set forth in Section 4 3 hereof, Corporation hereby further agrees to hold harmless and indemnify DirectorOfficer: (a) against any and all legal expenses (including attorneys' fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director Officer in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of Corporation) to which Director Officer is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director Officer is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and (b) otherwise to the fullest extent as may be provided to Director Officer by Corporation under the non-exclusivity provisions of the Bylaws of Corporation and the Law.

Additional Indemnity. Subject only to the exclusions set forth in Section 4 3 hereof, Corporation hereby further agrees to hold harmless and indemnify Director: (a) against any and all expenses (including attorneys' fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of Corporation) to which Director is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and (b) otherwise to the fullest extent as may be provided to Director by Corporation under the non-exclusivity provisions of the Bylaws of Corporation Corporation, the Code and the Law.

Additional Indemnity. Subject only to the exclusions limitations set forth in Section 4 3 hereof, Corporation hereby further agrees to hold harmless and indemnify Director: (a) against any and all expenses (including attorneys' fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of Corporation) to which Director is, was or at any time becomes a party, or is reasonably thought to be threatened to be made a party, by reason of the fact that Director is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan trust or other enterprise; and (b) otherwise to the fullest extent as may be provided to Director by Corporation under the non-exclusivity exclusive provisions of the Bylaws Articles of Incorporation of Corporation and the LawCode.

Additional Indemnity. Subject only to the exclusions set forth in Section 4 3 hereof, Corporation hereby further agrees to hold harmless and indemnify DirectorOfficer: (a) against any and all legal expenses (including attorneys' fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director Officer in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of Corporation) to which Director Officer is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director Officer is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and (b) otherwise to the fullest extent as may be provided to Director Officer by Corporation under the non-exclusivity provisions of the Bylaws By-laws of Corporation and the LawCode.

Additional Indemnity. Subject only to the exclusions set forth in Section 4 3 hereof, Corporation hereby further agrees to hold harmless and indemnify DirectorAgent: (a) against any and all expenses (including attorneys' fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director Agent in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of Corporation) to which Director Agent is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director Agent is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and (b) otherwise to the fullest extent as may be provided to Director Agent by Corporation under the non-exclusivity provisions of Article XI, Section 43 of the Bylaws of Corporation and the LawDGCL.

Additional Indemnity. Subject only to the exclusions set forth in Section 4 3 hereof, Corporation hereby further agrees to hold harmless and indemnify Director: (a) against any and all expenses (including attorneys' ’ fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of Corporation) to which Director is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and (b) otherwise to the fullest extent as may be provided to Director by Corporation under the non-exclusivity provisions of the Bylaws of Corporation Bylaws, the Articles and the Law.

Additional Indemnity. Subject only to the exclusions set forth in Section 4 3 hereof, Corporation hereby further agrees to hold harmless and indemnify DirectorOfficer: (a) against any and all legal expenses (including attorneys' ’ fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director Officer in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of Corporation) to which Director Officer is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director Officer is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and (b) otherwise to the fullest extent as may be provided to Director Officer by Corporation under the non-exclusivity provisions of the Bylaws of Corporation Bylaws, the Articles and the Law.

Additional Indemnity. Subject only to the exclusions set forth in Section 4 3 hereof, Corporation hereby further agrees to hold harmless and indemnify Director: : (a) against any and all expenses (including attorneys' fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of Corporation) to which Director is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and and (b) otherwise to the fullest extent as may be provided to Director by Corporation under the non-exclusivity provisions of Article VII, Section 6 of the Bylaws By-laws of Corporation and the LawCode. 3.

Additional Indemnity. Subject only to the exclusions set forth in Section 4 hereof, Corporation hereby further agrees to hold harmless and indemnify DirectorOfficer: (a) against Against any and all expenses (including attorneys' fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director Officer in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) to which Director officer is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director Officer is, was or at any time becomes a an officer, director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a an officer, director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan trust or other enterprise; and (b) otherwise Otherwise to the fullest extent as may be provided to Director Officer by Corporation under the non-exclusivity provisions of Section 7-1 of the Bylaws of Corporation and the Law.

Additional Indemnity. Subject only to the exclusions limitations set forth in Section 4 3 hereof, Corporation hereby further agrees to hold harmless and indemnify Director: (a) against any and all expenses (including attorneys' fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of Corporation) to which Director is, was or at any time becomes a party, or is reasonably thought to be threatened to be made a party, by reason of the fact that Director is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan trust or other enterprise; and (b) otherwise to the fullest extent as may be provided to Director by Corporation under the non-exclusivity exclusive provisions of the Bylaws Amended and Restated Certificate of Corporation Incorporation of the Corporation, the bylaws of the Corporation, and the LawCode.

Additional Indemnity. Subject only to the exclusions limitations set forth in Section 4 3 hereof, Corporation hereby further agrees to hold harmless and indemnify Director: (a) a. against any and all expenses (including attorneys' fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of Corporation) to which Director is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and (b) b. otherwise to the fullest extent as may be provided to Director by Corporation under the non-exclusivity provisions provision of the Bylaws Articles of Incorporation of Corporation and the LawCode.

Additional Indemnity. Subject only to the exclusions limitations set forth in Section 4 3 hereof, Corporation hereby further agrees to hold harmless and indemnify Director: (a) against any and all expenses (including attorneys' fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of Corporation) to which Director is, was or at any time becomes a party, or is reasonably thought to be threatened to be made a party, by reason of the fact that Director is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan trust or other enterprise; and (b) otherwise to the fullest extent as may be provided to Director by Corporation under the non-exclusivity exclusive provisions of the Bylaws Certificate of Corporation Incorporation of the Corporation, the bylaws of the Corporation, and the LawCode.

Additional Indemnity. Subject only to the exclusions set forth in Section 4 3 hereof, Corporation the Company hereby further agrees to hold harmless and indemnify Director: (a) against any and all expenses (including reasonable attorneys' fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of Corporationthe Company) to which Director is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is, is or was an officer or at any time becomes a director, officer, employee or agent director of Corporationthe Company, or is or was serving or at any time serves at the request of Corporation the Company as a director, officer, employee an officer or agent director of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and (b) otherwise to the fullest extent as may be provided to Director by Corporation the Company under the non-exclusivity provisions of Section 5 of Article VIII of the Bylaws of Corporation and the LawCompany.

Additional Indemnity. Subject only to the exclusions set forth in Section 4 hereof, Corporation hereby further agrees to hold harmless and indemnify Director: (a) against Against any and all expenses (including attorneys' fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) to which Director is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan trust or other enterprise; and (b) otherwise Otherwise to the fullest extent as may be provided to Director by Corporation under the non-exclusivity provisions of the Bylaws of Corporation and the LawDGCL.

Additional Indemnity. Subject only to the exclusions set forth in Section 4 3 hereof, Corporation the Company hereby further agrees to hold harmless and indemnify Director: (a) against A. Against any and all expenses (including attorneys' fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in on behalf of the right of CorporationCompany) to which Director is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is, was or at any time becomes a director, officer, employee or agent of Corporationthe Company, or is or was serving or at any time serves at the request of Corporation the Company as a director, officer, employee or agent of another corporationcompany, partnership, joint venture, trust, employee benefit plan trust or other enterprise; and (b) otherwise B. Otherwise to the fullest full extent as may be provided to Director by Corporation the Company under the non-exclusivity nonexclusivity provisions of Article VII, Section 7.6, of the Bylaws of Corporation the Company and of the Law.

Additional Indemnity. Subject only to the exclusions limitations set forth in Section 4 3 hereof, Corporation hereby further agrees to hold harmless and indemnify DirectorOfficer: (a) against Against any and all expenses (including attorneys' attorney's fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director Officer in connection with any threatened, pending or completed action, suit or proceedingproceedings, whether civil, criminal, administrative or investigative (including an action by or in the right of Corporation) to which Director Officer is, was was, or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director Officer is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan trust or other enterpriseenterprises; and (b) otherwise to the fullest extent as may be provided to Director Officer by Corporation under the non-exclusivity provisions provision of the Bylaws Articles of Incorporation of Corporation and the LawCode.

Additional Indemnity. Subject only to the exclusions set forth in Section 4 3 hereof, Corporation hereby further agrees to hold harmless and indemnify Director: (a) against any and all legal expenses (including attorneys' fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of Corporation) to which Director is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and (b) otherwise to the fullest extent as may be provided to Director by Corporation under the non-exclusivity provisions of the Bylaws Certificate of Corporation and the Law.

Additional Indemnity. Subject only to the exclusions limitations set forth in Section 4 3 hereof, the Corporation hereby further agrees to hold harmless and indemnify Director: (a) a. against any and all expenses (including attorneys' fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) to which Director is, was was, or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is, was was, or at any time becomes a director, officer, employee or agent of the Corporation, or is or was serving or at any time serves at the request of the Corporation as a 2 director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and (b) b. otherwise to the fullest extent as may be provided to Director by the Corporation under the non-exclusivity provisions Articles of Incorporation of the Bylaws of Corporation and the LawCode.

Additional Indemnity. Subject only to the exclusions set forth in Section 4 5 hereof, Corporation hereby further agrees to hold harmless and indemnify Director: : (a) against Against any and all expenses and costs of defense (including attorneys' fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) to which Director is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan trust or other enterprise; and and (b) otherwise to the fullest extent as may be provided to Director by Corporation under the non-exclusivity provisions of the Bylaws By-Laws of Corporation and the LawState Statute.

Additional Indemnity. Subject only to Section 5 hereof and to the exclusions set forth in Section 4 3 hereof, Corporation the Company hereby further agrees to hold harmless and indemnify Director: (a) against any and all expenses (including attorneys' ’ fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of Corporation) the Company), to which Director is, was or at any time becomes a partybecomes, or is threatened to be made made, a party, by reason of the fact that Director isis or was an officer, was or at any time becomes a director, officer, employee or agent of Corporation, the Company or is one or was serving more of its subsidiaries or at any time serves at the request of Corporation the Company as a director, an officer, director employee or agent of another company, corporation, partnership, limited liability company, joint venture, trust, employee benefit plan trust or other enterprise; and (b) otherwise to the fullest extent as may be provided to Director by Corporation the Company under the non-exclusivity provisions of Article VII, Section 8 of the Bylaws Bye-laws of Corporation and the LawCompany.

Additional Indemnity. Subject only to the exclusions set forth in Section 4 3 hereof, Corporation hereby further agrees to hold harmless and indemnify Director:: 2 (a) a. against any and all expenses (including attorneys' fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of Corporation) to which Director is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and (b) b. otherwise to the fullest extent as may be provided to Director by Corporation under the non-exclusivity provisions of Section 6 of Article VII of the Bylaws of Corporation and the LawCorporation.

Additional Indemnity. Subject only to the exclusions limitations set forth in Section 4 hereof, Corporation hereby further agrees to hold harmless and indemnify Director: (a) against any and all expenses (including attorneys' fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of Corporation) to which Director is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan trust or other enterprise; and (b) otherwise to the fullest extent as may be provided to Director by Corporation under the indemnification non-exclusivity provisions provision of the Bylaws Articles of Incorporation of Corporation and the LawCode.

Additional Indemnity. Subject only to the exclusions limitations set forth in Section 4 3 hereof, Corporation hereby further agrees to hold harmless and indemnify DirectorOfficer: (a) against any and all expenses (including attorneys' fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director Officer in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of Corporation) to which Director Officer is, was or at any time becomes a party, or is reasonably thought to be threatened to be made a party, by reason of the fact that Director Officer is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan trust or other enterprise; and (b) otherwise to the fullest extent as may be provided to Director Officer by Corporation under the non-exclusivity exclusive provisions of the Bylaws Amended and Restated Certificate of Corporation Incorporation of the Corporation, the bylaws of the Corporation, and the LawCode.

Additional Indemnity. Subject only to the exclusions set forth in Section 4 3 hereof, the Corporation hereby further agrees to hold harmless and indemnify Director: (a) against any and all expenses (including attorneys' fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) to which Director is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is, was or at any time becomes a director, officer, employee or agent of the Corporation, or is or was serving or at any time serves at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and (b) otherwise to the fullest extent as may be provided to Director by the Corporation under the non-exclusivity provisions of the Bylaws of the Corporation and the Law.

Additional Indemnity. Subject only to the exclusions limitations set forth in Section 4 3 hereof, Corporation hereby further agrees to hold harmless and indemnify DirectorOfficer: (a) against Against any and all expenses (including attorneys' attorney's fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director Officer in connection with any threatened, pending or completed action, suit or proceedingproceedings, whether civil, criminal, administrative or investigative (including an action by or in the right of 2 Corporation) to which Director Officer is, was was, or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director Officer is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan trust or other enterpriseenterprises; and (b) otherwise to the fullest extent as may be provided to Director Officer by Corporation under the non-exclusivity provisions provision of the Bylaws Articles of Incorporation of Corporation and the LawCode.

Additional Indemnity. Subject only to the exclusions set forth in -------------------- Section 4 3 hereof, Corporation hereby further agrees to hold harmless and indemnify Director: (a) against any and all expenses (including attorneys' fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of Corporation) to which Director is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and (b) otherwise to the fullest extent as may be provided to Director by Corporation under the non-exclusivity provisions of the Bylaws of Corporation and the Law.

Additional Indemnity. Subject only to the exclusions set forth in -------------------- Section 4 hereof, Corporation hereby further agrees to hold harmless and indemnify Director: (a) against any and all expenses (including attorneys' attorneys fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) to which Director is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan trust or other enterprise; and (b) otherwise to the fullest extent as may be provided to Director by Corporation under the non-exclusivity provisions of Section 8.02 of the Bylaws By-laws of Corporation and the Corporation Law.