Common use of Indemnification of Indemnitee Clause in Contracts

Indemnification of Indemnitee. Subject to the limitations set forth herein and particularly in Section 6 hereof, the Corporation shall indemnify Indemnitee as follows: (a) The Corporation shall, with respect to any Proceeding (as hereinafter defined), indemnify Indemnitee to the fullest extent permitted by applicable law or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights than the law permitted the Corporation to provide before such amendment). The right to indemnification conferred herein shall be presumed to have been relied upon by Indemnitee in serving or continuing to serve the Corporation as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2(a), the rights of indemnification of Indemnitee shall include but shall not be limited to those rights hereinafter set forth. (b) The Corporation shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Corporation) by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses (as hereinafter defined) or Liabilities (as hereinafter defined), actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. (c) The Corporation shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Corporation or any subsidiary of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses and, to the fullest extent permitted by law, Liabilities if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Indemnification of Indemnitee. Subject to the limitations set forth herein and particularly in Section 6 hereof, the Corporation shall hereby agrees to indemnify Indemnitee as follows: (a) The Corporation shall, with respect to any Proceeding (as hereinafter defined), indemnify Indemnitee to the fullest extent permitted by applicable law or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights than the law permitted the Corporation to provide before such amendment). The right to indemnification conferred herein shall be presumed to have been relied upon by Indemnitee in serving or continuing to serve the Corporation as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2(a), the rights of indemnification of Indemnitee shall include but shall not be limited to those rights hereinafter set forth. (b) The Corporation shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Corporation) by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses (as hereinafter defined) or Liabilities (as hereinafter defined), actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. (c) The Corporation shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Corporation or any subsidiary of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses and, to the fullest extent permitted by law, Liabilities if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Indemnification of Indemnitee. Subject to the limitations set forth herein and particularly in Section 6 hereof, the Corporation shall hereby agrees to indemnify Indemnitee as follows: (a) The Corporation shall, with respect to any Proceeding (as hereinafter defined)) associated with Indemnitee’s being an Agent of the Corporation, indemnify Indemnitee to the fullest extent permitted by applicable law or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights than the law permitted the Corporation to provide before such amendment). The right to indemnification conferred herein shall be presumed to have been relied upon by Indemnitee in serving or continuing to serve the Corporation as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2(a), the rights of indemnification of Indemnitee shall include but shall not be limited to those rights hereinafter set forth. (b) The Corporation shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed Proceeding (other than an action by or in the right of the Corporation) by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses (as hereinafter defined) or Liabilities (as hereinafter defined), actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. (c) The Corporation shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any threatened, pending or completed Proceeding by or in the right of the Corporation or any subsidiary of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses and, to the fullest extent permitted by law, Liabilities if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Indemnification of Indemnitee. Subject to the limitations set forth herein operation of Section 2, Indemnitee shall be indemnified and particularly in Section 6 hereof, the Corporation shall indemnify Indemnitee as follows: (a) The Corporation shall, with respect to any Proceeding (as hereinafter defined), indemnify Indemnitee held harmless by Indemnitor to the fullest extent permitted authorized by applicable law the Delaware Limited Liability Company Act (the “Act”), as the same exists or as such law may from time to time hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation Indemnitor to provide broader indemnification rights than the such law permitted the Corporation Indemnitor to provide before prior to such amendment) against any and all Expenses (as defined below). The right , judgments, penalties, fines and amounts paid in settlement, in each case to indemnification conferred herein shall be presumed to have been relied upon the extent actually incurred by Indemnitee or on Indemnitee’s behalf in serving connection with any threatened, pending or continuing to serve the Corporation completed Proceeding (as an Agent and shall be enforceable as a contract right. Without in defined below) or any way diminishing the scope of the indemnification provided by this Section 2(a)claim, the rights of indemnification of issue or matter therein, which Indemnitee shall include but shall not be limited to those rights hereinafter set forth. (b) The Corporation shall indemnify Indemnitee if Indemnitee is or was a party is, or is threatened to be made made, a party to any Proceeding (other than an action by or participant in the right of the Corporation) by reason of the fact that Indemnitee is such Indemnitee’s status as a Manager or was an Agent former Manager of the CorporationIndemnitor, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses (as hereinafter defined) or Liabilities (as hereinafter defined), actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, Indemnitor and, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe Indemnitee’s his or her conduct was unlawful. . Notwithstanding the foregoing, in the event Delaware’s General Corporation Law (cthe “DGCL”) The Corporation would provide greater rights to indemnification than the Act, then, to the extent not prohibited by the Act and subject to the operation of Section 2, Indemnitee shall indemnify be indemnified and held harmless by Indemnitor to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits Indemnitor to provide broader indemnification rights than such law permitted Indemnitor to provide prior to such amendment) against any and all Expenses (as defined below), judgments, penalties, fines and amounts paid in settlement, in each ease to the extent actually incurred by Indemnitee if or on Indemnitee’s behalf in connection with any threatened, pending or completed Proceeding (as defined below) or any claim, issue or matter therein, which Indemnitee was or is a party is, or is threatened to be made he made, a party to any Proceeding by or participant in the right of the Corporation or any subsidiary of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is such Indemnitee’s status as a Manager or was an Agent former Manager of the CorporationIndemnitor, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses and, to the fullest extent permitted by law, Liabilities if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of Indemnitor and, with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful (assuming in each case for such purposes that Indemnitee was a director of Indemnitor and Indemnitor was a corporation incorporated under the Corporation, except that no DGCL). The rights of indemnification provided by this Section 1 shall be made in respect of any claim, issue or matter exist as to which Indemnitee shall have been adjudged after he or she has ceased to be liable a Manager and shall inure to the Corporation unless benefit of his or her heirs, executors, administrators and personal representatives. Notwithstanding the foregoing, Indemnitor shall indemnify Indemnitee seeking indemnification in connection with a Proceeding initiated by Indemnitee only if such Proceeding was authorized by the Board of Managers of Indemnitor. Indemnitor hereby agrees to indemnify such Indemnitee’s spouse (whether by statute or at common law and without regard to the extent that the Court of Chancery location of the State of Delaware or governing jurisdiction) and children as express third-party beneficiaries hereunder to the court in which such action or suit was brought shall determine upon application that, despite same extent and subject to the adjudication of liability but in view of all the circumstances same limitations applicable to Indemnitee hereunder for claims arising out of the casestatus of such person as a spouse or child of Indemnitee, including claims seeking damages from marital property (including community property) or property held by such Indemnitee is fairly and reasonably entitled such spouse or property transferred to indemnity for such expenses which the Court of Chancery of the State of Delaware spouse or such other court shall deem properchild.

Indemnification of Indemnitee. Subject The Company hereby agrees to the limitations set forth herein hold harmless and particularly in Section 6 hereof, the Corporation shall indemnify Indemnitee as follows: (a) The Corporation shall, with respect to any Proceeding (as hereinafter defined), indemnify Indemnitee to the fullest extent permitted by applicable law or law, as such law may be amended from time to time be amended time. In furtherance of the foregoing indemnification, and without limiting the generality thereof, the Company further agrees that: (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights than the law permitted the Corporation to provide before such amendment). The right to indemnification conferred herein a) Indemnitee shall be presumed entitled to have been relied upon by Indemnitee in serving or continuing to serve the Corporation as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2(a), the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as defined in Section 13(a)), the Indemnitee shall include but shall not be limited to those rights hereinafter set forth. (b) The Corporation shall indemnify Indemnitee if Indemnitee is or was a party is, or is threatened to be made made, a party to or participant in any Proceeding (as defined in Section 13(f)) other than an action a Proceeding by or in the right of the Corporation) by reason of the fact that Company. Pursuant to this Section 1(a), Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified against all Expenses (as hereinafter defined) or Liabilities (as hereinafter defineddefined in Section 13(d)), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the CorporationCompany, and, and with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful. (cb) The Corporation Indemnitee shall indemnify be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee if Indemnitee was or is a party is, or is threatened to be made made, a party to or participant in any Proceeding brought by or in the right of the Corporation or any subsidiary of Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent of the CorporationIndemnitee, or any subsidiary of on the CorporationIndemnitee’s behalf, or by reason of in connection with such Proceeding if the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses and, to the fullest extent permitted by law, Liabilities if Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the CorporationCompany; provided, except however, that if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation Company unless and only to the extent that the Court a court of Chancery of the State of Delaware or the court in which such action or suit was brought competent jurisdiction shall determine upon application thatthat such indemnification may be made. (c) Notwithstanding any other provision of this Agreement, despite to the adjudication extent that Indemnitee is, by reason of liability but his Corporate Status, a party to and is successful, on the merits or otherwise, in view of any Proceeding, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all the circumstances of the case, Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is fairly not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably entitled incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 1(c) and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to indemnity for be a successful result as to such expenses which the Court of Chancery of the State of Delaware claim, issue or such other court shall deem propermatter.

Indemnification of Indemnitee. Subject to the limitations set forth herein and particularly in Section 6 hereof, the Corporation shall indemnify Indemnitee as follows: (a) The Corporation shall, with respect to any Proceeding (as hereinafter defined), indemnify Indemnitee to the fullest extent permitted by applicable law or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights than the law permitted the Corporation to provide before such amendment). The right to indemnification conferred herein shall be presumed to have been relied upon by Indemnitee in serving or continuing to serve the Corporation as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2(a), the rights of indemnification of Indemnitee shall include but shall not be limited to those rights hereinafter set forth. (b) The Corporation shall indemnify Indemnitee if Indemnitee is or was a party or witness or is threatened to be made a party or witness to any Proceeding (other than an action by or in the right of the Corporation) by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise, against Expenses (as hereinafter defined) or Liabilities (as hereinafter defined), actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. (c) The Corporation shall indemnify Indemnitee if Indemnitee was or is a party or witness or is threatened to be made a party to any Proceeding by or in the right of the Corporation or any subsidiary of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise, against Expenses and, to the fullest extent permitted by law, Liabilities if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper. (d) Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding or in defense of any issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred in connection therewith, except with respect to any portion of the proceeding relating to a matter described in Section 6. For these purposes, Indemnitee will be deemed to have been “successful on the merits” upon termination of any Proceeding or of any claim, issue or matter therein, by the winning of a motion to dismiss (with prejudice), motion for summary judgment, or settlement (with or without court approval). If Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of Expenses, but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. (e) The Corporation shall indemnify and hold harmless Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Corporation (other than Indemnitee) who may be jointly liable with Indemnitee.

Indemnification of Indemnitee. Subject to the limitations set forth herein and particularly in Section 6 hereof, the Corporation shall Company hereby agrees to indemnify Indemnitee as follows: (a) The Corporation Company shall, with respect to any Proceeding (as hereinafter defined), indemnify Indemnitee to the fullest extent permitted by applicable law or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Corporation Company to provide broader indemnification rights than the law permitted the Corporation Company to provide before such amendment). The right to indemnification conferred herein shall be presumed to have been relied upon by Indemnitee in serving or continuing to serve the Corporation Company as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2(a), the rights of indemnification of Indemnitee shall include but shall not be limited to those rights hereinafter set forth. (b) The Corporation Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the CorporationCompany) by reason of the fact that Indemnitee is or was an Agent of the CorporationCompany, or any subsidiary of the CorporationCompany, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation Company as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses (as hereinafter defined) or Liabilities (as hereinafter defined), actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CorporationCompany, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. (c) The Corporation Company shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Corporation Company or any subsidiary of the Corporation Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent of the CorporationCompany, or any subsidiary of the CorporationCompany, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation Company as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against (i) Expenses and, and (ii) to the fullest extent permitted by law, Liabilities if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CorporationCompany, except that with respect to both clauses (i) and (ii) hereof, no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Indemnification of Indemnitee. Subject Corporation hereby agrees to hold harmless and indemnify Indemnitee to the limitations full extent authorized or permitted by the provisions of the State Statute, or by any amendment thereof, or other statutory provisions authorizing or permitting such indemnification which is adopted after the date hereof. Subject only to the exclusions set forth herein and particularly in Section 6 4 hereof, the Corporation shall hereby agrees to hold harmless and indemnify Indemnitee as followsIndemnitee: (a) The Corporation shall, with respect to Against any Proceeding (as hereinafter defined), indemnify Indemnitee to the fullest extent permitted by applicable law or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights than the law permitted the Corporation to provide before such amendment). The right to indemnification conferred herein shall be presumed to have been relied upon by Indemnitee in serving or continuing to serve the Corporation as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2(a), the rights of indemnification of Indemnitee shall include but shall not be limited to those rights hereinafter set forth. (b) The Corporation shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Corporation) by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses (as hereinafter defined) or all Liabilities (as hereinafter defined), actually and reasonably incurred by Indemnitee in connection with such any Proceeding if (including an action by or in the right of Corporation to which Indemnitee acted in good faith and in is, was, or at any time becomes a manner Indemnitee reasonably believed party, or is threatened to be in made a party, by reason of the fact that Indemnitee is, was, or not opposed at any time becomes an Agent of Corporation; (b) Against any and all Liabilities actually and reasonably incurred by Indemnitee to the best interests extent Indemnitee is, by reason of the fact that Indemnitee was or is an Agent of Corporation, andinvolved in any investigative Proceeding, with respect including, but not limited to, testifying as a witness or furnishing documents in response to any criminal action a subpoena or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.otherwise; (c) The Corporation shall indemnify If Indemnitee if Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Corporation or any subsidiary of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of anything done or not done by Indemnitee in any such capacity, and prior to, during the fact that pendency of, or after completion of, such Proceeding, Indemnitee is dies, then Corporation shall hold harmless and indemnify the heirs, executors and administrators of Indemnitee against any and all Liabilities incurred by such heirs, executors or was serving at administrators in connection with the request investigation, defense, settlement or appeal of such Proceeding on the Corporation same basis as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses provided for Indemnitee in this Section 3; and, (d) Otherwise to the fullest extent permitted as may be provided to Indemnitee by law, Liabilities if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to Corporation under the best interests non-exclusivity provisions of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery Section 145 of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem properStatute;.

Indemnification of Indemnitee. Subject Association hereby agrees to the limitations set forth herein hold harmless and particularly in Section 6 hereof, the Corporation shall indemnify Indemnitee as follows: (a) The Corporation shall, with respect to any Proceeding (as hereinafter defined), indemnify Indemnitee to the fullest extent permitted by applicable law or Applicable Laws, as such law may be amended from time to time be amended time. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights than the law permitted the Corporation to provide before such amendment). The right to indemnification conferred herein a) Indemnitee shall be presumed entitled to have been relied upon by Indemnitee in serving or continuing to serve the Corporation as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2(a), the rights of indemnification provided in this Section l(a) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Action. Indemnitee shall include but shall not be limited to those indemnified for (i) any amount for which Indemnitee becomes liable under a Settlement or Final Judgment in such Action, and (ii) reasonable Expenses actually paid or incurred by Indemnitee in defending or settling such Action, or in enforcing Indemnitee’s rights hereinafter set forthunder this Section 1 (if Indemnitee obtains a favorable judgment in such enforcement action). (b) The Corporation Indemnification pursuant to Section 1(a) shall indemnify be available to Indemnitee if Indemnitee only if: (i) Final Judgment on the merits is in Indemnitee’s favor; or (ii) In case of (x) Settlement, (y) Final Judgment against Indemnitee, or was a party or is threatened to be made a party to any Proceeding (z) Final Judgment in Indemnitee’s favor, other than an action by or in on the right merits, if a majority of the Corporation) by reason Disinterested Directors of the fact Association determines that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses (as hereinafter defined) or Liabilities (as hereinafter defined), actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted acting in good faith within the scope of Indemnitee’s authority as Indemnitee could reasonably have perceived it under the circumstances and for a purpose Indemnitee could reasonably have believed under the circumstances was in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action Association or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. (c) The Corporation its shareholders. Such determination shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made by the Disinterested Directors within thirty (30) days after Association’s receipt of a party to any Proceeding written request therefor by or in Indemnitee. Notwithstanding the right of the Corporation or any subsidiary of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent of the Corporationforegoing, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses and, to the fullest extent permitted by law, Liabilities if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect unless Association gives the Office of the Comptroller of the Currency (“OCC”) or its successor, pursuant to Section 145.121(c)(2) at least sixty (60) days’ written notice of its intention to make such indemnification. Such notice shall state the facts on which the Action arose, the terms of any claimSettlement, issue or matter as to which Indemnitee and any disposition of the Action by a Court. Such notice, a copy thereof, and a certified copy of the resolution containing the required determination by the Board shall have been adjudged to be liable sent to the Corporation unless and only to the extent that the Court of Chancery Assistant Deputy Comptroller of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances San Francisco field office of the caseOCC or its successor, Indemnitee is fairly and reasonably entitled who shall be requested to indemnity for promptly acknowledge receipt thereof. The notice period shall run from the date of such expenses which receipt. No such indemnification shall be made if the Court OCC or its successor advises Association in writing, within such notice period, of Chancery of the State of Delaware its objection thereto. Association shall use its best efforts to resolve or eliminate any such other court shall deem properobjection.

Indemnification of Indemnitee. Subject to the limitations set forth herein and particularly in Section 6 hereof, the Corporation shall Company hereby agrees to indemnify Indemnitee as follows: (a) The Corporation Company shall, with respect to any Proceeding (as hereinafter defined), indemnify Indemnitee to the fullest extent permitted by applicable law or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Corporation Company to provide broader indemnification rights than the law permitted the Corporation Company to provide before such amendment). The right to indemnification conferred herein shall be presumed to have been relied upon by Indemnitee in serving or continuing to serve the Corporation Company as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2(a), the rights of indemnification of Indemnitee shall include but shall not be limited to those rights hereinafter set forth. (b) The Corporation Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the CorporationCompany) by reason of the fact that Indemnitee is or was an Agent of the CorporationCompany, or any subsidiary of the CorporationCompany, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation Company as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses (as hereinafter defined) or Liabilities (as hereinafter defined), actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CorporationCompany, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. (c) The Corporation Company shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Corporation Company or any subsidiary of the Corporation Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent of the CorporationCompany, or any subsidiary of the CorporationCompany, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation Company as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against (i) Expenses and, (ii) to the fullest extent permitted by law, Liabilities if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CorporationCompany, except that with respect to both clauses (i) and (ii) hereof, no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Indemnification of Indemnitee. Subject The Company hereby agrees to the limitations set forth herein hold harmless and particularly in Section 6 hereof, the Corporation shall indemnify Indemnitee as follows: (a) The Corporation shall, with respect to any Proceeding (as hereinafter defined), indemnify Indemnitee to the fullest extent permitted by applicable law or law, as such law may be amended from time to time be amended time. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights than the law permitted the Corporation to provide before such amendment). The right to indemnification conferred herein a) Indemnitee shall be presumed entitled to have been relied upon by Indemnitee in serving or continuing to serve the Corporation as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2(a), the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as defined in Section 13(a)), the Indemnitee shall include but shall not be limited to those rights hereinafter set forth. (b) The Corporation shall indemnify Indemnitee if Indemnitee is or was a party is, or is threatened to be made made, a party to or participant in any Proceeding (as defined in Section 13(e)) other than an action a Proceeding by or in the right of the Corporation) by reason of the fact that Company. Pursuant to this Section 1(a), Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified against all Expenses (as hereinafter defined) or Liabilities (as hereinafter defineddefined in Section 13(f)), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the CorporationCompany, and, and with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful. (cb) The Corporation Indemnitee shall indemnify be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee if Indemnitee was or is a party is, or is threatened to be made made, a party to or participant in any Proceeding brought by or in the right of the Corporation or any subsidiary of Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent of the CorporationIndemnitee, or any subsidiary of on the CorporationIndemnitee’s behalf, or by reason of in connection with such Proceeding if the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses and, to the fullest extent permitted by law, Liabilities if Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the CorporationCompany; provided, except however, that if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation Company unless and only to the extent that the Court a court of Chancery of the State of Delaware or the court in which such action or suit was brought competent jurisdiction shall determine upon application thatthat such indemnification may be made. (c) Notwithstanding any other provision of this Agreement, despite to the adjudication extent that Indemnitee is, by reason of liability but his Corporate Status, a party to and is successful, on the merits or otherwise, in view of any Proceeding, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all the circumstances of the case, Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is fairly not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably entitled incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 1(c) and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to indemnity for be a successful result as to such expenses which the Court of Chancery of the State of Delaware claim, issue or such other court shall deem propermatter.

Indemnification of Indemnitee. Subject to the limitations set forth herein and particularly in Section 6 hereof, the Corporation shall hereby agrees to indemnify Indemnitee as follows: (a) The Corporation shall, with respect to any Proceeding (as hereinafter defined), indemnify Indemnitee to the fullest extent permitted by applicable law or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights than the law permitted the Corporation to provide before such amendment). The right to indemnification conferred herein shall be presumed to have been relied upon by Indemnitee in serving or continuing to serve the Corporation as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2(a), the rights of indemnification of Indemnitee shall include but shall not be limited to those rights hereinafter set forth. (b) The Without limiting the generality of Section 2(a) above, the Corporation shall indemnify Indemnitee if Indemnitee is or was a party was, or is threatened to be made made, a party to or participant in any Proceeding (other than an action by or in the right of the Corporation) by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses (as hereinafter defined) or and Liabilities (as hereinafter defined), actually and reasonably ) incurred by or on behalf of Indemnitee in connection with such Proceeding (or any claim, issue or matter therein) if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful. (c) The Without limiting the generality of Section 2(a) above, the Corporation shall indemnify Indemnitee if Indemnitee was is or is a party was, or is threatened to be made made, a party to or participant in any Proceeding by or in the right of the Corporation or any subsidiary of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses and, to the fullest extent permitted by law, Liabilities incurred by or on behalf of Indemnitee in connection with such Proceeding (or any claim, issue or matter therein) if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation; provided, except however, that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper. (d) Indemnification for Expenses as a Witness. Anything in this Agreement to the contrary notwithstanding, to the fullest extent permitted by applicable law, to the extent that the Indemnitee, by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, is or was, or is or was threatened to be made, a witness in any Proceeding to which the Indemnitee is not a party, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection therewith. To the extent permitted by applicable law, the Indemnitee shall be entitled to indemnification for Expenses incurred in connection with being or threatened to be made a witness, as provided in this Section 2(d), regardless of whether the Indemnitee met the standards of conduct set forth in Sections 2(b) and 2(c) hereof. (e) 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. (f) Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in defense of any Proceeding or any claim, issue or matter therein (including, without limitation, any Proceeding brought by or in the right of the Corporation), the Corporation shall, to the fullest extent permitted by law, indemnify Indemnitee against all Expenses incurred by or on behalf of Indemnitee in connection with such Proceeding. If Indemnitee is not wholly successful in defense of such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Corporation shall, to the fullest extent permitted by law, indemnify Indemnitee against all Expenses incurred by or on behalf of Indemnitee in connection with each successfully resolved claim, issue or matter. For purposes of this Section 2(f) and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, with respect to such Proceeding, shall be deemed to be a successful result as to such claim, issue or matter.

Indemnification of Indemnitee. Subject The Company hereby agrees to the limitations set forth herein hold harmless and particularly in Section 6 hereof, the Corporation shall indemnify Indemnitee as follows: (a) The Corporation shall, with respect to any Proceeding (as hereinafter defined), indemnify Indemnitee to the fullest extent permitted by applicable law or the DGCL, as such law may be amended from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights than the law permitted the Corporation to provide before such amendment)time. The right to indemnification conferred herein Indemnitee shall be presumed entitled to have been relied upon by Indemnitee in serving or continuing to serve the Corporation as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2(a)if, the rights of indemnification of Indemnitee shall include but shall not be limited to those rights hereinafter set forth. (b) The Corporation shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Corporation) by reason of the fact that his or her Corporate Status, Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses (as hereinafter defined) or Liabilities (as hereinafter defined), actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. (c) The Corporation shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Corporation or any subsidiary of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the CorporationProceeding, or by reason of the fact that anything done or not done by Indemnitee in his or her Official Capacity. The Company shall indemnify Indemnitee against all costs, judgments (including any pre and post-judgment interest), penalties, fines, liabilities, amounts paid in settlement by or on behalf of Indemnitee in any Proceeding, and Expenses reasonably incurred by Indemnitee in connection with such Proceeding, if Indemnitee is determined to have met the standard of conduct set forth in Section 6. Indemnitee shall be entitled to indemnification in all circumstances other than the following: (a) To the extent such indemnification of Expenses is expressly prohibited by Delaware law or was serving at the request public policies of Delaware, the Corporation as an Agent United States of another corporationAmerica, partnershipor agencies of any governmental authority in any jurisdiction governing the matter in question; or (b) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, joint ventureexcept a judicial proceeding pursuant to Section 11 to enforce rights under this Agreement, trust unless (i) the Board authorized the Proceeding (or other enterpriseany part of any Proceeding) or (ii) the Company provides the indemnification, against Expenses andin its sole discretion, pursuant to the fullest extent permitted by powers vested in the Company under applicable law, Liabilities if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed ; or (c) with respect to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue issue, or matter as to which Delaware law expressly prohibits such indemnification by reason of any adjudication of liability or Indemnitee shall have been adjudged to be liable to the Corporation Company, unless and only to the extent that the Delaware Court of Chancery of (the State of “Delaware Court”), or the court in which such action or suit was brought shall determine brought, determines upon application that, despite the an adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity indemnification for such expenses which the Court of Chancery of the State of Delaware or Expenses as such other court shall deem deems proper.

Indemnification of Indemnitee. Subject to the limitations set forth herein and particularly in Section 6 hereof, the Corporation shall indemnify Indemnitee as follows: (a) The Corporation shall, with respect to any Proceeding (as hereinafter defined), indemnify Indemnitee to the fullest extent permitted by applicable law or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights than the law permitted the Corporation to provide before such amendment). The right to indemnification conferred herein shall be presumed to have been relied upon by Indemnitee in serving or continuing to serve the Corporation as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2(a), the rights of indemnification of Indemnitee shall include but shall not be limited to those rights hereinafter set forth. (b) The Corporation shall indemnify Indemnitee if Indemnitee is or was a party or witness or is threatened to be made a party or witness to any Proceeding (other than an action by or in the right of the Corporation) by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise, against Expenses (as hereinafter defined) or Liabilities (as hereinafter defined), actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. (c) The Corporation shall indemnify Indemnitee if Indemnitee was or is a party or witness or is threatened to be made a party to any Proceeding by or in the right of the Corporation or any subsidiary of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporationcorporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise, against Expenses and, to the fullest extent permitted by law, Liabilities if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper. (d) Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding or in defense of any issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred in connection therewith, except with respect to any portion of the proceeding relating to a matter described in Section 6. For these purposes, Indemnitee will be deemed to have been “successful on the merits” upon termination of any Proceeding or of any claim, issue or matter therein, by the winning of a motion to dismiss (with or without prejudice), motion for summary judgment, or settlement (with or without court approval), or upon a plea of nolo contendere or its equivalent. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of Expenses, but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. (e) The Corporation shall indemnify and hold harmless Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Corporation (other than Indemnitee) who may be jointly liable with Indemnitee.

Indemnification of Indemnitee. Subject to the limitations set forth herein and particularly in Section 6 hereof, the Corporation shall hereby agrees to indemnify Indemnitee as follows: (a) The Corporation shall, with respect to any Proceeding (as hereinafter defined), indemnify Indemnitee to the fullest extent permitted by applicable law or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights than the law permitted the Corporation to provide before such amendment). The right to indemnification conferred herein shall be presumed to have been relied upon by Indemnitee in serving or continuing to serve the Corporation as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2(a), the rights of indemnification of Indemnitee shall include but shall not be limited to those rights hereinafter set forth. (b) The Without limiting the generality of Section 2(a) above, the Corporation shall indemnify Indemnitee if Indemnitee is or was a party was, or is threatened to be made made, a party to or participant in any Proceeding (other than an action by or in the right of the Corporation) by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses (as hereinafter defined) or and Liabilities (as hereinafter defined), actually and reasonably ) incurred by or on behalf of Indemnitee in connection with such Proceeding (or any claim, issue or matter therein) if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful. (c) The Without limiting the generality of Section 2(a) above, the Corporation shall indemnify Indemnitee if Indemnitee was is or is a party was, or is threatened to be made made, a party to or participant in any Proceeding by or in the right of the Corporation or any subsidiary of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses and, to the fullest extent permitted by law, Liabilities incurred by or on behalf of Indemnitee in connection with such Proceeding (or any claim, issue or matter therein) if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation; provided, except however, that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper. (d) Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in defense of any Proceeding or any claim, issue or matter therein (including, without limitation, any Proceeding brought by or in the right of the Corporation), the Corporation shall, to the fullest extent permitted by law, indemnify Indemnitee against all Expenses incurred by or on behalf of Indemnitee in connection with such Proceeding. If Indemnitee is not wholly successful in defense of such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Corporation shall, to the fullest extent permitted by law, indemnify Indemnitee against all Expenses incurred by or on behalf of Indemnitee in connection with each successfully resolved claim, issue or matter. For purposes of this Section 2(d) and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, with respect to such Proceeding, shall be deemed to be a successful result as to such claim, issue or matter.

Indemnification of Indemnitee. Subject to the limitations set forth herein and particularly in Section 6 hereof, the Corporation shall hereby agrees to indemnify Indemnitee as follows: (a) The Corporation shall, with respect to any Proceeding (as hereinafter defined), indemnify Indemnitee to the fullest extent permitted by applicable law or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights than the law permitted the Corporation to provide before such amendment). The right to indemnification conferred herein shall be presumed to have been relied upon by Indemnitee in serving or continuing to serve the Corporation as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2(a), the rights of indemnification of Indemnitee shall include but shall not be limited to those rights hereinafter set forth. (b) The Without limiting the generality of Section 2(a) above, the Corporation shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to or a participant (including, without limitation, being required by subpoena to provide documents or testimony) in any Proceeding (other than an action by or in the right of the Corporation) by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses (as hereinafter defined) or and Liabilities (as hereinafter defined), actually and reasonably incurred by or on behalf of Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful. (c) The Without limiting the generality of Section 2(a) above, the Corporation shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to or a participant (including, without limitation, being required by subpoena to provide documents or testimony) in any Proceeding by or in the right of the Corporation or any subsidiary of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses and, to the fullest extent permitted by law, Liabilities incurred by or on behalf of Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper. (d) Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in defense of any Proceeding or any claim, issue or matter therein (including, without limitation, any Proceeding brought by or in the right of the Corporation), the Corporation shall, to the fullest extent permitted by law, indemnify Indemnitee against all Expenses incurred by or on behalf of Indemnitee in connection with such Proceeding. If Indemnitee is not wholly successful in defense of such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Corporation shall, to the fullest extent permitted by law, indemnify Indemnitee against all Expenses incurred by or on behalf of Indemnitee in connection with each successfully resolved claim, issue or matter. For purposes of this Section 2(d) and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, with respect to such Proceeding, shall be deemed to be a successful result as to such claim, issue or matter.

Indemnification of Indemnitee. Subject to the limitations set forth herein and particularly in Section 6 hereof, the Corporation shall Company hereby agrees to indemnify Indemnitee as follows: (a) The Corporation Company shall, with respect to any Proceeding (as hereinafter defined), indemnify Indemnitee to the fullest extent permitted by applicable law or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Corporation Company to provide broader indemnification rights than the law permitted the Corporation Company to provide before such amendment). The right to indemnification conferred herein shall be presumed to have been relied upon by Indemnitee in serving or continuing to serve the Corporation Company as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2(a), the rights of indemnification of Indemnitee shall include but shall not be limited to those rights hereinafter set forth. (b) The Corporation Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the CorporationCompany) by reason of the fact that Indemnitee is or was an Agent of the CorporationCompany, or any subsidiary of the CorporationCompany, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation Company as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses (as hereinafter defined) or Liabilities (as hereinafter defined), actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CorporationCompany, and, with respect to any criminal action or proceeding, had no reasonable cause to believe IndemniteeXxxxxxxxxx’s conduct was unlawful. (c) The Corporation Company shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Corporation Company or any subsidiary of the Corporation Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent of the CorporationCompany, or any subsidiary of the CorporationCompany, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation Company as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against (i) Expenses and, and (ii) to the fullest extent permitted by law, Liabilities if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CorporationCompany, except that with respect to both clauses (i) and (ii) hereof, no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Indemnification of Indemnitee. Subject to the limitations set forth herein and particularly in Section 6 hereof, the Corporation shall hereby agrees to indemnify Indemnitee as follows: (a) The Corporation shall, with respect to any Proceeding (as hereinafter defined), indemnify Indemnitee to the fullest extent permitted by applicable law or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights than the law permitted the Corporation to provide before such amendment). The right to indemnification conferred herein shall be presumed to have been relied upon by Indemnitee in serving or continuing to serve the Corporation as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2(a), the rights of indemnification of Indemnitee shall include but shall not be limited to those rights hereinafter set forth. (b) The Without limiting the generality of Section 2(a), the Corporation shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Corporation) by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses (as hereinafter defined) or Liabilities (as hereinafter defined), actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. (c) The Without limiting the generality of Section 2(a), the Corporation shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Corporation or any subsidiary of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses and, to the fullest extent permitted by law, and Liabilities if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Indemnification of Indemnitee. Subject The Company hereby agrees to the limitations set forth herein hold harmless and particularly in Section 6 hereof, the Corporation shall indemnify Indemnitee as follows: (a) The Corporation shall, with respect to any Proceeding (as hereinafter defined), indemnify Indemnitee to the fullest extent permitted by applicable law or law, as such law may be amended from time to time be amended time. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights than the law permitted the Corporation to provide before such amendment). The right to indemnification conferred herein a) Indemnitee shall be presumed entitled to have been relied upon by Indemnitee in serving or continuing to serve the Corporation as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2(a), the rights of indemnification provided in this Section 1(a) if, by reason of his Corporate Status (as defined in Section 13), Indemnitee shall include but shall not be limited to those rights hereinafter set forth. (b) The Corporation shall indemnify Indemnitee if Indemnitee is or was a party is, or is threatened to be made made, a party to or participant in any Proceeding (as defined in Section 13) other than an action a Proceeding by or in the right of the Corporation) by reason of the fact that Company. Pursuant to this Section 1(a), Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified against all Expenses (as hereinafter defined) or Liabilities (as hereinafter defineddefined in Section 13), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. (b) Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CorporationCompany; provided, andhowever, with respect to any criminal action or proceedingthat if applicable law so provides, had no reasonable cause to believe Indemnitee’s conduct was unlawful. (c) The Corporation shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Corporation or any subsidiary of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses and, to the fullest extent permitted by law, Liabilities if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation Company unless and only to the extent that the Court a court of Chancery of the State of Delaware or the court in which such action or suit was brought competent jurisdiction shall determine upon application thatthat such indemnification may be made. (c) Notwithstanding any other provision of this Agreement, despite to the adjudication extent that Indemnitee is, by reason of liability but his Corporate Status, a party to and is successful, on the merits or otherwise, in view of any Proceeding, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all the circumstances of the caseExpenses actually and reasonably incurred by him, or on his behalf, in connection therewith. If Indemnitee is fairly not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably entitled incurred by him, or on his behalf, in connection with each successfully resolved claim, issue or matter. For purposes of this Section 1(c) and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to indemnity for be a successful result as to such expenses which the Court of Chancery of the State of Delaware claim, issue or such other court shall deem propermatter.

Indemnification of Indemnitee. Subject a. The Corporation hereby agrees, to the limitations set forth herein and particularly in Section 6 hereof, the Corporation shall indemnify Indemnitee as follows: (a) The Corporation shall, with respect to any Proceeding (as hereinafter defined), indemnify Indemnitee to the fullest maximum extent permitted by applicable law or as such law may from time to time be amended (butunder applicable law, including the laws of the Commonwealth of Massachusetts, and, in the case of any such amendmentIndemnitee serving with respect to an employee benefit plan (each, only a "Plan"), the Employee Retirement Income Security Act ("ERISA"), to the extent such amendment permits the Corporation to provide broader indemnification rights than the law permitted the Corporation to provide before such amendment). The right to indemnification conferred herein shall be presumed to have been relied upon indemnify Indemnitee against all liabilities and expenses, including amounts paid in satisfaction of judgments, in settlement or as fines and penalties, and counsel fees, reasonably incurred by Indemnitee in serving connection with the defense or continuing to serve the Corporation as an Agent and shall be enforceable as disposition of any action, suit or other proceeding (a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2(a"Proceeding"), the rights of indemnification of whether civil, criminal, administrative or investigative, in which Indemnitee shall include but shall not may be limited to those rights hereinafter set forth. (b) The Corporation shall indemnify involved or with which Indemnitee if Indemnitee is or was a party or is threatened to may be made a party to any Proceeding (other than an action by or in the right of the Corporation) threatened, by reason of the fact that Indemnitee is or was or has agreed to serve in an Agent of Indemnified Position. b. Notwithstanding the Corporationforegoing, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses (as hereinafter defined) or Liabilities (as hereinafter defined), actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to no indemnification shall be in or not opposed to the best interests of the Corporation, and, provided with respect to any criminal action matter disposed of by settlement, consent decree or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.other negotiated disposition unless: (c) The Corporation i. such indemnification shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any Proceeding have been approved by or in the right holders of the Corporation or any subsidiary of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent shares of the Corporation's capital stock then entitled to vote for directors, voting such shares as a single class, by a majority of the votes cast on the question exclusive of any shares owned by an interested director or any subsidiary officer; or ii. such indemnification and such settlement, decree or disposition shall have been approved as being in the best interest of the corporation or organization or plan or participants served, as the case may be, after notice that it involves such indemnification, by a majority of the Disinterested Directors (or, if applicable, the sole Disinterested Director) then in office (whether or not constituting a quorum); or iii. if no Disinterested Directors exist, a written opinion, reasonably satisfactory to the Corporation, or of independent legal counsel selected by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses and, to the fullest extent permitted by law, Liabilities if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable furnished to the Corporation unless that (A) such indemnification and only to such settlement, decree or disposition are in the extent that the Court of Chancery best interest of the State corporation or organization or plan or participants served, and (B) if adjudicated, such indemnification would not be found to have been prohibited by law. c. As used in this section, an "interested" director is one against whom in the capacity of Delaware an Indemnified Position the Proceeding in question or another Proceeding on the court in which such action same or suit was brought similar grounds is then pending or threatened, and a "Disinterested Director" is any director who is not an interested director. The absence of any express provision for indemnification shall determine upon application that, despite the adjudication not limit any right of liability but in view indemnification existing independently of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem properthis section.

Indemnification of Indemnitee. Subject to the limitations Except as otherwise set forth herein and particularly in Section 6 hereofthis ‎Article III, the Corporation shall Company hereby agrees to hold harmless and indemnify Indemnitee as follows: (a) The Corporation shallagainst any and all Expenses and Losses and causes of action of every kind, with respect to any Proceeding (as hereinafter defined)regardless of the sole, indemnify joint or concurrent negligence, negligence per se, gross negligence, statutory fault, or strict liability of Indemnitee to the fullest extent permitted by applicable law and the Articles and Bylaws, as the same exists or as such law may from time to time hereafter be amended interpreted or replaced (but, but in the case of any such amendment, interpretation or replacement, only to the extent that such amendment amendment, interpretation or replacement permits the Corporation Company to provide broader indemnification rights than the law were permitted the Corporation to provide before such amendmentprior thereto). The right For purposes of this Agreement, the meaning of the phrase “to indemnification conferred herein the fullest extent permitted by law” will include to the fullest extent permitted by Chapter 8 of Title I of the Texas Corporation Law (the “TCL”) or any chapter that replaces or succeeds Chapter 8 of the TCL with respect to such matters. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Indemnitee shall be presumed entitled to have been relied upon by Indemnitee in serving or continuing to serve the Corporation as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2(a), the rights of indemnification provided in this Section ‎3.1‎(a) if, by reason of his Corporate Status, the Indemnitee shall include but shall not be limited to those rights hereinafter set forth. (b) The Corporation shall indemnify Indemnitee if Indemnitee was, is or was becomes a party to, or was or is threatened to be made a party to to, or was or is otherwise involved in, any Proceeding (other than an action by or in the right of the Corporation) by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses (as hereinafter defined) or Liabilities (as hereinafter definedother than a Proceeding covered by Section ‎3.1‎(b), which shall be governed by the terms contained therein. Pursuant to this Section ‎3.1‎(a), Indemnitee shall be indemnified against all Expenses and Losses (including any excise taxes or similar taxes), together with any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, that are reasonably and actually and reasonably incurred by Indemnitee Indemnitee, or on his behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests interest of the Corporation, andCompany, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful, and the amount of Expenses incurred (whether actually or deemed) are reasonable. Notwithstanding the foregoing, the Company shall indemnify Indemnitee against all reasonable Expenses actually incurred by Indemnitee in connection with a Proceeding in which Indemnitee is a respondent because the person is or was a director of the Company if Indemnitee is wholly successful, on the merits or otherwise, in the defense of such Proceeding. (cb) The Corporation Indemnitee shall indemnify be entitled to the rights of indemnification provided in this Section ‎3.1‎(b) if, by reason of his Corporate Status, the Indemnitee if Indemnitee was was, is or is becomes a party to, or was or is threatened to be made a party to to, or was or is otherwise involved in, any Proceeding brought by or in the right of the Corporation Company where, as a result of such Proceeding, Indemnitee is found liable to the Company or alternatively, to have received an improper personal benefit. Pursuant to this Section ‎3.1‎(b), Indemnitee shall be indemnified against all reasonable Expenses (excluding any subsidiary excise taxes or similar taxes) that are actually incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding, together with any federal, state, local or foreign taxes imposed as a result of the Corporation to procure a judgment in its favor by reason actual receipt of the fact that Indemnitee is or was an Agent of the Corporationany payments under this Agreement; provided, or any subsidiary of the Corporationhowever, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses and, to the fullest extent permitted by law, Liabilities if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable for: willful or intentional misconduct in the performance of Indemnitee’s duty to the Corporation unless and only Company, breach of Indemnitee’s duty of loyalty owed to the extent Company or commission by Indemnitee of an act or omission by Indemnitee not committed in good faith that constitutes a breach of a duty owed by Indemnitee to the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem properCompany.

Indemnification of Indemnitee. Subject to the limitations set forth herein and particularly in Section 6 hereof, the Corporation shall indemnify Indemnitee as follows: (a) The Corporation shall, with respect to any Proceeding Company shall not amend the Certificate of Incorporation or Bylaws (as hereinafter defined)each may be amended from time to time) of the Company in any way that adversely affects Indemnitee’s rights to indemnification thereunder, as such rights exist on the date hereof and the Company agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by applicable law or law, as such law may be amended from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights than the law permitted the Corporation to provide before such amendment). The right to indemnification conferred herein shall be presumed to have been relied upon by Indemnitee in serving or continuing to serve the Corporation as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2(a), the rights of indemnification of Indemnitee shall include but shall not be limited to those rights hereinafter set forthtime. (b) The Corporation shall indemnify Indemnitee if Indemnitee is or was a party In furtherance of the indemnification provided in Section 1(a) and without limiting the generality thereof, in the event Indemnitee, by reason of his Corporate Status (as defined in Section 13(a)), is, or is threatened to be made made, a party to or participant in any Proceeding (other than an action as defined in Section 13(f)), including any Proceeding brought by or in the right of the Corporation) by reason of Company, the fact that Company shall hold harmless and indemnify Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses (as hereinafter defined) or Liabilities (as hereinafter defineddefined in Section 13(d)), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee him, or on his behalf, in connection with such Proceeding if or any matter therein, provided that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CorporationCompany, and, and with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. (c) The Corporation shall indemnify Notwithstanding any other provision of this Agreement, to the extent that Indemnitee if Indemnitee was or is a party or is threatened to be made is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding Proceeding, the Company shall hold harmless and indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in the right of the Corporation or any subsidiary of the Corporation to procure a judgment in its favor by reason of the fact that connection therewith. If Indemnitee is not wholly successful in such Proceeding, but is successful on the merits or was an Agent otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall hold harmless and indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 1(c) and without limitation, the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses and, to the fullest extent permitted by law, Liabilities if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect termination of any claim, issue or matter in a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to which Indemnitee shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware such claim, issue or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem propermatter.

Indemnification of Indemnitee. Subject The Company hereby agrees to the limitations set forth herein hold harmless and particularly in Section 6 hereof, the Corporation shall indemnify Indemnitee as follows: (a) The Corporation shall, with respect to any Proceeding (as hereinafter defined), indemnify Indemnitee to the fullest extent permitted by applicable law or law, as such law may be amended from time to time be amended time. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights than the law permitted the Corporation to provide before such amendment). The right to indemnification conferred herein a) Indemnitee shall be presumed entitled to have been relied upon by Indemnitee in serving or continuing to serve the Corporation as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2(a), the rights of indemnification provided in this Section l(a) if, by reason of Indemnitee’s Corporate Status (as defined in Section 13(a)), the Indemnitee shall include but shall not be limited to those rights hereinafter set forth. (b) The Corporation shall indemnify Indemnitee if Indemnitee is or was a party is, or is threatened to be made made, a party to or participant in any Proceeding (as defined in Section 13(e)) other than an action a Proceeding by or in the right of the Corporation) by reason of the fact that Company. Pursuant to this Section 1(a), Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified against all Expenses (as hereinafter defined) or Liabilities (as hereinafter defineddefined in Section 13(f)), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the CorporationCompany, and, and with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful. (cb) The Corporation Indemnitee shall indemnify be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of Indemnitee’s Corporate Status, the Indemnitee if Indemnitee was or is a party is, or is threatened to be made made, a party to or participant in any Proceeding brought by or in the right of the Corporation or any subsidiary of Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent of the CorporationIndemnitee, or any subsidiary of on the CorporationIndemnitee’s behalf, or by reason of in connection with such Proceeding if the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses and, to the fullest extent permitted by law, Liabilities if Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the CorporationCompany; provided, except however, that if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation Company unless and only to the extent that the Court a court of Chancery of the State of Delaware or the court in which such action or suit was brought competent jurisdiction shall determine upon application thatthat such indemnification may be made. (c) Notwithstanding any other provision of this Agreement, despite to the adjudication extent that Indemnitee is, by reason of liability but Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in view of all the circumstances of the caseany Proceeding, Indemnitee is fairly shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably entitled incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to indemnity for one or more but less than all claims, issues or matters in such expenses which Proceeding, the Court Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of Chancery this Section 1(c) and without limitation, the termination of the State of Delaware any claim, issue or matter in such other court a Proceeding by dismissal, with or without prejudice, shall deem properbe deemed to be a successful result as to such claim, issue or matter.

Indemnification of Indemnitee. Subject to the limitations set forth herein and particularly in Section 6 hereof, the Corporation shall indemnify Indemnitee as follows: (a) The Corporation shallhereby agrees, with respect to any Proceeding (as hereinafter defined), indemnify Indemnitee to the fullest maximum extent permitted by applicable law or as such law may from time to time be amended (butunder applicable law, including the laws of the Commonwealth of Massachusetts and, in the case of any such amendmentIndemnitee serving with respect to an employee benefit plan (each, only a Plan"), the Employee Retirement Income Security Act ("ERISA"), to the extent such amendment permits the Corporation to provide broader indemnification rights than the law permitted the Corporation to provide before such amendment). The right to indemnification conferred herein shall be presumed to have been relied upon indemnify Indemnitee against all liabilities and expenses, including amounts paid in satisfaction of judgments, in settlement or as fines and penalties,and counsel fees, reasonably incurred by Indemnitee in serving connection with the defense or continuing to serve the Corporation as an Agent and shall be enforceable as disposition of any action, suit or other proceeding (a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2(a"Proceeding"), the rights of indemnification of whether civil, criminal, administrative or investigative, in which Indemnitee shall include but shall not may be limited to those rights hereinafter set forth. (b) The Corporation shall indemnify involved or with which Indemnitee if Indemnitee is or was a party or is threatened to may be made a party to any Proceeding (other than an action by or in the right of the Corporation) threatened, by reason of the fact that Indemnitee is or was or has agreed to serve in an Agent of Indemnified Position. (b) Notwithstanding the Corporationforegoing, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses (as hereinafter defined) or Liabilities (as hereinafter defined), actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to no indemnification shall be in or not opposed to the best interests of the Corporation, and, provided with respect to any criminal action matter disposed of by settlement, consent decree or proceedingother negotiated disposition unless: (i) such indemnification shall have been approved by the holders of the shares of the Corporation's capital stock then entitled to vote for directors, had voting such shares as a single class, by a majority of the votes cast on the question exclusive of any shares owned by an interested director or officer; or (ii) such indemnification and such settlement, decree or disposition shall have been approved as being in the best interest of the corporation or organization or plan or participants served, as the case may be, after notice that it involves such indemnification, by a majority of the Disinterested Directors (or, if applicable, the sole Disinterested Director) then in office (whether or not constituting a quorum); or (iii) if no reasonable cause Disinterested Directors exist, a written opinion, reasonably satisfactory to believe Indemnitee’s conduct was unlawfulthe Corporation, of independent legal counsel selected by the Corporation shall have been furnished to the Corporation that (A) such indemnification and such settlement, decree or disposition are in the best interest of the corporation or organization or plan or participants served, and (B) if adjudicated, such indemnification would not be found to have been prohibited by law. (c) The Corporation shall indemnify Indemnitee if Indemnitee was or As used in this section, an "interested" director is a party or is threatened to be made a party to any Proceeding by or one against whom in the capacity of an Indemnified Position the Proceeding in question or another Proceeding on the same or similar grounds is then pending or threatened, and a "Disinterested Director" is any director who is not an interested director. The absence of any express provision for indemnification shall not limit any right of the Corporation or any subsidiary indemnification existing independently of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses and, to the fullest extent permitted by law, Liabilities if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem properthis section.

Indemnification of Indemnitee. Subject Except to the limitations set forth herein and particularly in Section 6 hereofextent prohibited by law, the Corporation Company shall indemnify Indemnitee as follows: (a) The Corporation shall, with respect to any Proceeding (as hereinafter defined), indemnify Indemnitee to the fullest extent permitted Proceedings Other Than Proceedings by applicable law or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights than the law permitted the Corporation to provide before such amendment). The right to indemnification conferred herein shall be presumed to have been relied upon by Indemnitee in serving or continuing to serve the Corporation as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope Right of the indemnification provided by this Section 2(a)Company. If Indemnitee heretofore was, the rights of indemnification of Indemnitee shall include but shall not be limited to those rights hereinafter set forth. (b) The Corporation shall indemnify Indemnitee if Indemnitee now is, or hereafter becomes, or heretofore was, now is or was a party or hereafter is threatened to be made made, a party to any Proceeding (threatened, pending or completed Proceeding, other than an action a Proceeding by or in the right of the Corporation) Company, by reason of the fact that Indemnitee's Corporate Status, the Company shall indemnify Indemnitee is or was an Agent of the Corporationagainst all Expenses, or any subsidiary of the Corporationjudgments, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses (as hereinafter defined) or Liabilities (as hereinafter defined), fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith if, and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporationextent that, anda Final Determination is made pursuant hereto, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawfulthat Indemnitee is entitled thereto. (cb) The Corporation shall indemnify Proceedings By or in the Right of the Company. If Indemnitee if Indemnitee was heretofore was, now is or hereafter becomes, or heretofore was, now is a party or hereafter is threatened to be made made, a party to any threatened, pending or completed Proceeding by or in the right of the Corporation or any subsidiary of the Corporation to procure a judgment in its favor Company, by reason of Indemnitee's Corporate Position, the fact Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding if, and to the extent that, a Final Determination is made pursuant hereto that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses and, to the fullest extent permitted by law, Liabilities if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem properthereto.

Indemnification of Indemnitee. Subject to the limitations set forth herein and particularly in Section 6 hereof, the Corporation shall hereby agrees to indemnify Indemnitee as follows: (a) The Corporation shall, with respect to any Proceeding (as hereinafter defined)) associated with Indemnitee's being an Agent of the Corporation, indemnify Indemnitee to the fullest extent permitted by applicable law or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights than the law permitted the Corporation to provide before such amendment). The right to indemnification conferred herein shall be presumed to have been relied upon by Indemnitee in serving or continuing to serve the Corporation as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2(a), the rights of indemnification of Indemnitee shall include but shall not be limited to those rights hereinafter set forth. (b) The Corporation shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed Proceeding (other than an action by or in the right of the Corporation) by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses (as hereinafter defined) or Liabilities (as hereinafter defined), actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful. (c) The Corporation shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any threatened, pending or completed Proceeding by or in the right of the Corporation or any subsidiary of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses and, to the fullest extent permitted by law, Liabilities if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.