Common use of INDEMNITY IN THIRD-PARTY PROCEEDINGS Clause in Contracts

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Paragraph 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that Indemnitee is or was a Director and/or Officer of the Corporation or a subsidiary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, member or manager, partner, trustee, employee, agent, or fiduciary of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreement, against all Expenses, judgments, settlements, fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if Indemnitee acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify Indemnitee in accordance with the provisions of this Paragraph Section 3 if Indemnitee is a party to or is threatened to be made a party to or is otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Corporation Company to procure a judgment in its favor) by reason of the fact that Indemnitee is or was a Director director and/or Officer officer of the Corporation or a subsidiary of the CorporationCompany, or is or was serving at the request of the Corporation Company as a director, officer, member or managertrustee, general partner, trusteemanaging member, employeefiduciary, agent, employee or fiduciary agent of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreementan Enterprise, against all Expenses, judgments, settlements, fines and penalties, amounts paid in settlement actually and reasonably incurred by Indemnitee (or on his behalf) in connection with such Proceeding or any claim, issue or matter therein, provided it is determined pursuant to Section 8 of this Agreement or by the defense or settlement of such Proceedingcourt having jurisdiction in the matter, but only if that Indemnitee acted in good faith and in a manner which that he or she reasonably believed to be in or not opposed to the best interests of the Corporation Company, and, in the case of a with respect to any criminal proceedingProceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding or of any claim, issue or matter therein, by judgment, order of courtorder, settlementsettlement or conviction, conviction or upon a plea of nolo contendere, contendere or its equivalent, shall not, of itself, adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which that he or she reasonably believed to be in or not opposed to the best interests of the CorporationCompany, and or, with respect to any criminal proceedingProceeding, that such person had reasonable cause to believe that his or her conduct was unlawful. Indemnitee shall have the right to employ Indemnitee's own legal counsel in any Proceeding for which indemnification is available under this Section 3.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify the Indemnitee in accordance with the provisions of this Paragraph 3 if Indemnitee when he was or is a party to or is threatened to be made a party to any threatened, pending or otherwise involved in any Proceeding completed action, suit or proceeding, whether civil, administrative, investigative, or criminal (other than a Proceeding an action by or in the right of the Corporation to procure a judgment in its favor) Company), by reason of the fact that Indemnitee he is or was or had agreed to become a Director and/or Officer director, officer, employee or agent of the Corporation or a subsidiary of the CorporationCompany, or is or was serving or had agreed to serve at the request of the Corporation Company as a director, officer, member employee or manager, partner, trustee, employee, agent, or fiduciary agent of another corporation (domestic or foreign, nonprofit or for profit), limited liability companycorporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in each case whether before or after the date of this Agreementsuch capacities, against any and all Expensescosts, charges and expenses (including without limitation attorneys' and others' fees and expenses), judgments, settlements, fines and penalties, amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with therewith and any appeal therefrom if the defense or settlement of such Proceeding, but only if Indemnitee acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation andCompany, in the case of a and with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding action, suit or proceeding by judgment, order of courtorder, settlement, conviction or upon a plea of nolo contendere, contendere or its equivalent, equivalent shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed satisfy the foregoing standard of conduct to the best interests of the Corporation, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his or her conduct was unlawfulextent applicable thereto.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Bank shall indemnify the Indemnitee in accordance with the provisions of this Paragraph 3 section if the Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Corporation Bank to procure a judgment in its favor) ), by reason of the fact that the Indemnitee is or was a Director and/or Officer director or officer of the Corporation or a subsidiary of the Corporation, Bank or is or was serving at the request of the Corporation Bank as a director, officer, member or manager, partner, trustee, employee, agent, or fiduciary agent of another corporation (domestic or foreign, nonprofit or for profit), limited liability companycorporation, partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreement, against all Expenses, judgments, settlementsfines, fines settlements and penalties, other amounts actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, but only if provided it is determined pursuant to Paragraph 7 of this Agreement or by the court before which such action was brought or by the shareholders of Bank in the manner prescribed by Section 317, that the Indemnitee acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation Bank and, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his or her conduct was unlawful.Indemnitee

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall Subject to Section 4.4, the Company hereby agrees to indemnify Indemnitee and hold harmless any Person (each, an “Indemnified Person”) to the fullest extent permitted under the Delaware Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in accordance the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is providing immediately prior to such amendment), against all Expenses and Liabilities reasonably incurred or suffered by such Person (or one or more of such Person’s Affiliates) in connection with the provisions or as a consequence of this Paragraph 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a any Proceeding brought by or in the right of the Corporation Company to procure a judgment in its favor) , which shall be governed by the provisions set forth in Section 6.4(b)), or any claim, issue or matter therein, by reason of the fact that Indemnitee such Person is or was a Director and/or Officer Unitholder, Manager or Member or is or was serving as a Representative of the Corporation or a subsidiary of the Corporation, any Group Company or is or was serving at the request of the Corporation any Group Company as a director, officer, member or manager, partner, trustee, employee, agent, or fiduciary Representative of another corporation (domestic or foreign, nonprofit or for profit), limited liability companycorporation, partnership, joint venture, limited liability company, trust or other enterprise, in each case whether before or after the date of this Agreement, against all Expenses, judgments, settlements, fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of enterprise so long as such Proceeding, but only if Indemnitee Indemnified Person acted in good faith and in a manner which he or he/she reasonably believed to be in in, or not opposed to to, the best interests of the Corporation Company and, in the case of a criminal proceeding, had no reasonable cause to believe that his or his/her conduct was unlawful. The termination For the avoidance of any such Proceeding by judgmentdoubt, order of courta finding, settlement, conviction admission or upon a plea of nolo contendere, stipulation that an Indemnified Person has acted with gross negligence or its equivalent, recklessness shall not, of itself, create a presumption that Indemnitee did not act such Indemnified Person has failed to meet the standard or conduct required for indemnification in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his or her conduct was unlawfulthis Section 6.4.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Subject to Sections 8 and 9, the Company shall indemnify indemnify, defend and hold harmless Indemnitee to the fullest extent permitted or required by the laws of the State of Delaware in accordance with effect as of the provisions date hereof or as such laws may from time to time hereafter be amended to increase the scope of this Paragraph 3 such permitted indemnification, if Indemnitee was or is a party to or is threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Corporation to procure a judgment in its favorCompany) by reason of the fact that Indemnitee is or was a Director director and/or Officer officer of the Corporation or a subsidiary of the CorporationCompany, or is or was serving at the request of the Corporation Company as a director, officer, member employee or manager, partner, trustee, employee, agent, or fiduciary agent of another corporation (domestic or foreign, nonprofit or for profit), limited liability companycorporation, partnership, joint venture, trust trust, or other enterprise, in each case whether before or after the date of this Agreement, against all Expenses, judgments, settlements, fines and penalties, amounts paid in settlement actually and reasonably incurred by Indemnitee (or on his or her behalf) in connection with such Proceeding or any claim, issue or matter therein, provided the defense or settlement of such Proceeding, but only if Indemnitee acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation Company and, in the case of a criminal proceedingProceeding, had no reasonable cause to believe that his or her Indemnitee’s conduct was unlawful. The termination of Indemnitee shall have the right to employ Indemnitee’s own legal counsel in any such Proceeding by judgmentfor which indemnification is available under this Section 3, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed subject to be in or not opposed to the best interests of the Corporation, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his or her conduct was unlawfulSection 8 below.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Paragraph Section 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a 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 a Director and/or Officer of the Corporation director or a subsidiary officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, member or manager, partner, trustee, employee, agent, or fiduciary agent of another corporation (domestic or foreign, nonprofit or for profit), limited liability companycorporation, partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreement, against all Expenses, judgments, settlements, fines and penalties, penalties actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if Indemnitee he acted in good faith and in a manner which he or she reasonably believed to be (in the case of conduct in his official capacity) in the best interests of the Corporation or (in all other cases) not opposed to the best interests of the Corporation Corporation, and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the CorporationCorporation (or that Indemnitee did not meet any other particular standard of conduct or have any other particular belief or that a court has determined that indemnification is not permitted by applicable law), and with respect to any criminal proceeding, that such person had reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify Indemnitee in accordance with the provisions of this Paragraph Section 3 if Indemnitee is a party to or is threatened to be made a party to or is otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Corporation Company to procure a judgment in its favor) by reason of the fact that Indemnitee is or was a Director and/or Officer director or executive officer of the Corporation or a subsidiary of the CorporationCompany, or is or was serving at the request of the Corporation Company as a director, officer, member or managertrustee, general partner, trusteemanaging member, employeefiduciary, agent, employee or fiduciary agent of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreementan Enterprise, against all Expenses, judgments, settlements, fines and penalties, amounts paid in settlement actually and reasonably incurred by Indemnitee (or on his behalf) in connection with such Proceeding or any claim, issue or matter therein, provided it is determined pursuant to Section 8 of this Agreement or by the defense or settlement of such Proceedingcourt having jurisdiction in the matter, but only if that Indemnitee acted in good faith and in a manner which that he or she reasonably believed to be in or not opposed to the best interests of the Corporation Company, and, in the case of a with respect to any criminal proceedingProceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding or of any claim, issue or matter therein, by judgment, order of courtorder, settlementsettlement or conviction, conviction or upon a plea of nolo contendere, contendere or its equivalent, shall not, of itself, adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which that he or she reasonably believed to be in or not opposed to the best interests of the CorporationCompany, and or, with respect to any criminal proceedingProceeding, that such person had reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify the Indemnitee in accordance with the provisions of this Paragraph 3 if Indemnitee when he was or is a party to or is threatened to be made a party to any threatened, pending or otherwise involved in any Proceeding completed action, suit or proceeding, whether civil, administrative, investigative, or criminal (other than a Proceeding an action by or in the right of the Corporation to procure a judgment in its favor) Company), by reason of the fact that Indemnitee he is or was or had agreed to become a Director and/or Officer director, officer, employee or agent of the Corporation or a subsidiary of the CorporationCompany, or is or was serving or had agreed to serve at the request of the Corporation Company as a director, officer, member employee or manager, partner, trustee, employee, agent, or fiduciary agent of another corporation (domestic or foreign, nonprofit or for profit), limited liability companycorporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in each case whether before or after the date of this Agreementsuch capacity, against any and all Expensescosts, charges and expenses (including without limitation attorneys' and others' fees and expenses), judgments, settlements, fines and penalties, amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with therewith and any appeal therefrom if the defense or settlement of such Proceeding, but only if Indemnitee acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation andCompany, in the case of a and with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding action, suit or proceeding by judgment, order of courtorder, settlement, conviction or upon a plea of nolo contendere, contendere or its equivalent, equivalent shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed satisfy the foregoing standard of conduct to the best interests of the Corporation, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his or her conduct was unlawfulextent applicable thereto.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall ------------------------------------- indemnify Indemnitee in accordance with the provisions of this Paragraph 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that Indemnitee is or was a Director and/or Executive Officer of the Corporation or a subsidiary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, member or manager, partner, trustee, officer, employee, agentmember, manager or fiduciary agent of another corporation (corporation, domestic or foreign, nonprofit or for profit), a limited liability company, or a partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreement, against all Expenses, judgments, settlements, fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if Indemnitee acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify Indemnitee for the acts or omissions in accordance with the provisions of this Paragraph 3 section if Indemnitee was or is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right name of the Corporation Company to procure a judgment in its favor) ), by reason of the fact that Indemnitee is or was a Director director and/or Officer officer of the Corporation or a subsidiary of the Corporation, Company or is or was serving at the request of the Corporation Company as a director, officer, member employee or manager, partner, trustee, employee, agent, or fiduciary agent of another corporation (domestic or foreign, nonprofit or for profit), limited liability companycorporation, partnership, joint venture, trust or other enterprise, in each case whether before or after including any subsidiary of the date of this AgreementCompany, against all Expenses, judgments, settlements, fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if provided it is determined pursuant to Paragraph 7 of this Agreement or by the court before which such action was brought, that Indemnitee acted in good faith and in a manner which he or he/she reasonably believed to be in or not opposed to the best interests of the Corporation Company and, in the case of a criminal proceeding, proceeding had no reasonable cause to believe that his or his/her conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he or he/she reasonably believed to be in or not opposed to the best interests of the CorporationCompany, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his or his/her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Indemnitors shall jointly and severally indemnify the Indemnitee in accordance with if the provisions of this Paragraph 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding proceeding (other than a Proceeding proceeding by or in the right name of the Corporation Company or a Company Subsidiary to procure a judgment in its favor) by reason of the fact that the Indemnitee is or was a Director and/or Officer an agent of the Corporation Company or a subsidiary of the Corporationany Company Subsidiary, or is by reason of any act or was serving at the request of the Corporation as a director, officer, member inaction by him or manager, partner, trustee, employee, agent, or fiduciary of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise, her in each case whether before or after the date of this Agreementany such capacity, against any and all Expensesexpenses and liabilities of any type whatsoever (including, but not limited to, settlements, judgments, settlements, fines and penalties), actually and reasonably incurred by Indemnitee him or her in connection with the defense investigation, defense, settlement or settlement appeal of such Proceedingproceeding, but only if the Indemnitee acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation Indemnitors, and, in the case of a with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding proceeding by judgment, order of court, settlement, conviction or upon a on plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the CorporationIndemnitors, and with respect to any criminal proceedingproceedings, that such person had reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Paragraph 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that Indemnitee is or was a Director and/or Officer of the Corporation or a subsidiary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, member or manager, partner, trustee, employee, agent, or fiduciary of another corporation (corporation, domestic or foreign, nonprofit or for profit), a limited liability company, company or a partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreement, against all Expenses, judgments, settlements, fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if Indemnitee acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Subject to Section 7(a), the Corporation shall indemnify the Indemnitee in accordance with the provisions of this Paragraph 3 Section 2 if the Indemnitee is a party to or to, threatened to be made a party to to, or otherwise involved in any Proceeding (other than a Proceeding by or in the right name of the Corporation itself to procure a judgment in its favor) ), by reason of the fact that the Indemnitee is or was a Director and/or Officer director or officer of the Corporation or a subsidiary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, member or manager, partner, trustee, employee, agent, or fiduciary agent of another corporation (domestic or foreign, nonprofit or for profit), limited liability companycorporation, partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreement, against all Expenses, judgments, settlements, fines and penalties, Expenses actually and reasonably incurred by the Indemnitee in connection with the defense investigation, defense, settlement, or settlement appeal of such the Proceeding, but only if provided it is determined, under Section 6 or by the court before which the action was brought, that the Indemnitee acted in good faith and in a manner which that he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, in the case of a criminal proceeding, had no did not have reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction or upon on a plea of nolo contendere, contendere or its equivalent, equivalent shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which that he or she reasonably believed to be in or not opposed to the best interests of the CorporationCorporation or, and with respect to any criminal proceeding, that such person the Indemnitee had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify Indemnitee in accordance with the provisions of this Paragraph 3 section if Indemnitee is a party to or threatened to be made a party to or otherwise involved (as a witness or otherwise) in any Proceeding (other than a Proceeding by or in the right of the Corporation Company to procure a judgment in its favorfavor in which Indemnitee is a party defendant) by reason of the fact that Indemnitee is or was a Director director and/or Officer officer of the Corporation or a subsidiary of the Corporation, Company or is or was serving at the request of the Corporation Company as a director, officer, member employee or manager, partner, trustee, employee, agent, or fiduciary agent of another corporation (domestic or foreign, nonprofit or for profit), limited liability companycorporation, partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreement, against all Expenses, judgments, settlementsfines, fines and penalties, liabilities and losses paid or to be paid in settlement and actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with the defense or settlement of such Proceeding, but only if Indemnitee acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation Company and, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the CorporationCompany or, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Paragraph 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that Indemnitee is or was a Director and/or Officer of the Corporation or a Director, Officer or Key Employee of a subsidiary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, member or manager, partner, trustee, employee, agent, or fiduciary of another corporation (corporation, domestic or foreign, nonprofit or for profit), a limited liability company, company or a partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreement, against all Expenses, judgments, settlements, fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if Indemnitee acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify the Indemnitee in accordance with the provisions of this Paragraph 3 if Indemnitee when she was or is a party to or is threatened to be made a party to any threatened, pending or otherwise involved in any Proceeding completed action, suit or proceeding, whether civil, administrative, investigative, or criminal (other than a Proceeding an action by or in the right of the Corporation to procure a judgment in its favor) Company), by reason of the fact that Indemnitee she is or was or had agreed to become a Director and/or Officer director, officer, employee or agent of the Corporation or a subsidiary of the CorporationCompany, or is or was serving or had agreed to serve at the request of the Corporation Company as a director, officer, member employee or manager, partner, trustee, employee, agent, or fiduciary agent of another corporation (domestic or foreign, nonprofit or for profit), limited liability companycorporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in each case whether before or after the date of this Agreementsuch capacity, against any and all Expensescosts, charges and expenses (including without limitation attorneys' and others' fees and expenses), judgments, settlements, fines and penalties, amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with therewith and any appeal therefrom if the defense or settlement of such Proceeding, but only if Indemnitee acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation andCompany, in the case of a and with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding action, suit or proceeding by judgment, order of courtorder, settlement, conviction or upon a plea of nolo contendere, contendere or its equivalent, equivalent shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed satisfy the foregoing standard of conduct to the best interests of the Corporation, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his or her conduct was unlawfulextent applicable thereto.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Subject to Sections 8 and 9, the Company shall indemnify indemnify, defend and hold harmless Indemnitee to the fullest extent permitted or required by the laws of the State of New York in accordance with effect as of the provisions date hereof or as such laws may from time to time hereafter be amended to increase the scope of this Paragraph 3 such permitted indemnification, if Indemnitee was or is a party to or is threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Corporation to procure a judgment in its favorCompany) by reason of the fact that Indemnitee is or was a Director director and/or Officer officer of the Corporation or a subsidiary of the CorporationCompany, or is or was serving at the request of the Corporation Company as a director, officer, member employee or manager, partner, trustee, employee, agent, or fiduciary agent of another corporation (domestic or foreign, nonprofit or for profit), limited liability companycorporation, partnership, joint venture, trust trust, or other enterprise, in each case whether before or after the date of this Agreement, against all Expenses, judgments, settlements, fines and penalties, amounts paid in settlement actually and reasonably incurred by Indemnitee (or on his or her behalf) in connection with such Proceeding or any claim, issue or matter therein, provided the defense or settlement of such Proceeding, but only if Indemnitee acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation Company and, in the case of a criminal proceedingProceeding, had no reasonable cause to believe that his or her Indemnitee's conduct was unlawful. The termination of Indemnitee shall have the right to employ Indemnitee's own legal counsel in any such Proceeding by judgmentfor which indemnification is available under this Section 3, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed subject to be in or not opposed to the best interests of the Corporation, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his or her conduct was unlawfulSection 8 below.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify the ------------------------------------ Indemnitee in accordance with if the provisions of this Paragraph 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding proceeding (other than a Proceeding proceeding by or in the right of the Corporation to procure a judgment in its favorCompany) by reason of the fact that the Indemnitee is or was a Director and/or Officer an agent of the Corporation Company, including any proceeding based upon any act or a subsidiary inaction by the Indemnitee in his capacity as an agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, member or manager, partner, trustee, employee, agent, or fiduciary of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this AgreementCompany, against any and all Expensesexpenses, judgments, settlements, fines and penalties, penalties actually and reasonably incurred by Indemnitee him in connection with the defense or settlement of such Proceedingproceeding, but only if the Indemnitee acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation Company, and, in the case of a with respect to any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding proceeding by judgment, order of court, settlement, conviction or upon a on plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption ---- ---------- that the Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the CorporationCompany, and with respect to any criminal proceedingproceedings, that such person had reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Subject to Paragraph 8, the ------------------------------------ Corporation shall indemnify the Indemnitee in accordance with the provisions of this Paragraph 3 if the Indemnitee is a party to or to, threatened to be made a party to or otherwise involved in in, any Proceeding (other than a Proceeding by or in the right of the Corporation itself to procure a judgment in its favor) ), by reason of the fact that the Indemnitee is or was a Director director and/or Officer officer of the Corporation or a subsidiary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, member employee or manager, partner, trustee, employee, agent, or fiduciary agent of another corporation (domestic or foreign, nonprofit or for profit), limited liability companycorporation, partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreement, against all Expenses, judgments, settlements, fines and penalties, Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, but only if provided it is determined, by the court before which such action was brought, that the Indemnitee acted in good faith and in a manner which that he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, contendere or its equivalent, equivalent shall not, of itself, create a presumption that the Indemnitee did not act in good faith and or in a manner which that he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify Indemnitee in accordance with the provisions of this Paragraph Section 3 if Indemnitee is a party to or is threatened to be made a party to or is otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Corporation Company to procure a judgment in its favor) by reason of the fact that Indemnitee is or was a Director and/or Officer director or executive officer of the Corporation or a subsidiary of the CorporationCompany, or is or was serving at the request of the Corporation Company as a director, officer, member or managertrustee, general partner, trusteemanaging member, employeefiduciary, agent, employee or fiduciary agent of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreementan Enterprise, against all Expenses, judgments, settlements, fines and penalties, amounts paid in settlement actually and reasonably incurred by Indemnitee (or on his behalf) in connection with such Proceeding or any claim, issue or matter therein, provided it is determined pursuant to Section 8 of this Agreement or by the defense or settlement of such Proceedingcourt having jurisdiction in the matter, but only if that Indemnitee acted in good faith and in a manner which he or that she reasonably believed to be in or not opposed to the best interests of the Corporation Company, and, in the case of a with respect to any criminal proceedingProceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding or of any claim, issue or matter therein, by judgment, order of courtorder, settlementsettlement or conviction, conviction or upon a plea of nolo contendere, contendere or its equivalent, shall not, of itself, adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or that she reasonably believed to be in or not opposed to the best interests of the CorporationCompany, and or, with respect to any criminal proceedingProceeding, that such person had reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Paragraph 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that Indemnitee is or was a Director and/or Officer of the Corporation or a subsidiary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, member or manager, partner, trustee, employee, agent, employee or fiduciary agent of another corporation (corporation, domestic or foreign, nonprofit or for profit), a limited liability company, company or a partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreement, against all Expenses, judgments, settlements, fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if Indemnitee acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Subject to Paragraph 8, the ------------------------------------ Corporation shall indemnify the Indemnitee in accordance with the provisions of this Paragraph 3 if the Indemnitee is a party to or to, threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Corporation itself to procure a judgment in its favor) ), by reason of the fact that the Indemnitee is or was a Director director and/or Officer officer of the Corporation or a subsidiary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, member employee or manager, partner, trustee, employee, agent, or fiduciary agent of another corporation (domestic or foreign, nonprofit or for profit), limited liability companycorporation, partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreement, against all Expenses, judgments, settlements, fines and penalties, Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, but only if provided it is determined, pursuant to Paragraph 7 or by the court before which such action was brought, that the Indemnitee acted in good faith and in a manner which that he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, contendere or its equivalent, equivalent shall not, of itself, create a presumption that the Indemnitee did not act in good faith and or in a manner which that he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Paragraph 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that Indemnitee is or was a Director and/or Officer of the Corporation or a subsidiary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, member or manager, partner, trustee, employee, agent, or fiduciary of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreement, against all Expenses, judgmentsjudgments (including for punitive damages), settlements, fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if Indemnitee acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify Indemnitee in accordance with the provisions of this Paragraph Section 3 if Indemnitee is a party to or is threatened to be made a party to or is otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Corporation Company to procure a judgment in its favor) by reason of the fact that Indemnitee is or was a Director and/or Officer director or officer of the Corporation or a subsidiary of the CorporationCompany, or is or was serving at the request of the Corporation Company as a director, officer, member or managertrustee, general partner, trusteemanaging member, employeefiduciary, agent, employee or fiduciary agent of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreementan Enterprise, against all Expenses, judgments, settlements, fines and penalties, amounts paid in settlement actually and reasonably incurred by Indemnitee (or on his behalf) in connection with such Proceeding or any claim, issue or matter therein, provided it is determined pursuant to Section 8 of this Agreement or by the defense or settlement of such Proceedingcourt having jurisdiction in the matter, but only if Indemnitee that Ixxxxxxxxx acted in good faith and in a manner which that he or she reasonably believed to be in or not opposed to the best interests of the Corporation Company, and, in the case of a with respect to any criminal proceedingProceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding or of any claim, issue or matter therein, by judgment, order of courtorder, settlementsettlement or conviction, conviction or upon a plea of nolo contendere, contendere or its equivalent, shall not, of itself, adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which that he or she reasonably believed to be in or not opposed to the best interests of the CorporationCompany, and or, with respect to any criminal proceedingProceeding, that such person had reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall Company will indemnify Indemnitee in accordance with the provisions of this Paragraph 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Corporation Company to procure a judgment in its favor) by reason of the fact that Indemnitee is or was a Director and/or Officer of the Corporation Company or a subsidiary or affiliate of the CorporationCompany, or is or was serving at the request of the Corporation Company as a director, officer, member or manager, partner, trustee, employee, agent, employee or fiduciary agent of another corporation (corporation, domestic or foreign, nonprofit non-profit or for for-profit), a limited liability company, company or a partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreement, against all Expenses, judgments, settlements, fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if Indemnitee acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation Company and, in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall will not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the CorporationCompany, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Subject to Paragraph 8, the Corporation shall indemnify the Indemnitee in accordance with the provisions of this Paragraph 3 if the Indemnitee is a party to or to, threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Corporation itself to procure a judgment in its favor) ), by reason of the fact that the Indemnitee is or was a Director director and/or Officer officer of the Corporation or a subsidiary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, member employee or manager, partner, trustee, employee, agent, or fiduciary agent of another corporation (domestic or foreign, nonprofit or for profit), limited liability companycorporation, partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreement, against all Expenses, judgments, settlements, fines and penalties, Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, but only if provided it is determined, pursuant to Paragraph 7 or by the court before which such action was brought, that the Indemnitee acted in good faith and in a manner which that he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, NOLO CONTENDERE or its equivalent, equivalent shall not, of itself, create a presumption that the Indemnitee did not act in good faith and or in a manner which that he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Paragraph Section 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that Indemnitee Indenmnitee is or was a Director and/or Officer of the Corporation director or a subsidiary officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, member or manager, partner, trustee, employee, agent, or fiduciary agent of another corporation (domestic or foreign, nonprofit or for profit), limited liability companycorporation, partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreement, against all Expenses, judgments, settlements, fines and penalties, penalties actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if Indemnitee he acted in good faith and in a manner which he or she reasonably believed to be (in the case of conduct in his official capacity) in the best interests of the Corporation or (in all other cases) not opposed to the best interests of the Corporation Corporation, and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction conviction, or upon a plea of nolo nob contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee Indeninitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the CorporationCorporation (or that Indemnitee did not meet any other particular standard of conduct or have any other particular belief or that a court has determined that indemnification is not permitted by applicable law), and with respect to any criminal proceeding, that such person had reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify Indemnitee in accordance with the provisions of this Paragraph Section 3 if Indemnitee was, is, or is threatened to be made, a party to or threatened to be made a party to participant (as a witness or otherwise) or otherwise involved in any Proceeding (Proceeding, other than a Proceeding by or in the right of the Corporation Company to procure a judgment in its favor) by reason of the fact that . Pursuant to this Section 3, Indemnitee is or was a Director and/or Officer of the Corporation or a subsidiary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, member or manager, partner, trustee, employee, agent, or fiduciary of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreement, shall be indemnified against all Expenses, judgments, settlementsfines, fines penalties and penaltiesamounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the defense such Proceeding or settlement of such Proceedingany claim, but only issue or matter therein or related thereto, if Indemnitee acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation Company and, in the case of a criminal proceedingProceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the CorporationCompany, and with respect to any criminal proceedingProceeding, that such person had reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify Indemnitee in accordance with the provisions of this Paragraph Section 3 if Indemnitee is a party to or is threatened to be made a party to or otherwise involved in any threatened, pending or completed Proceeding (other than a Proceeding by or in the right of the Corporation Company to procure a judgment in its favor) by reason of the fact that Indemnitee is or was a Director director and/or Officer officer of the Corporation or a subsidiary of the CorporationCompany, or is or was serving at the request of the Corporation Company as a director, officer, member employee or manager, partner, trustee, employee, agent, or fiduciary agent of another corporation (domestic or foreign, nonprofit or for profit), limited liability companycorporation, partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreement, against all Expenses, judgments, settlements, fines and penalties, amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if provided it is determined pursuant to Section 7 of this Agreement or by the court having jurisdiction in the matter, that Indemnitee acted in good faith and in a manner which that he or she reasonably believed to be in or not opposed to the best interests of the Corporation Company, and, in the case of a with respect to any criminal proceedingProceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding by judgment, order of courtorder, settlementsettlement or conviction, conviction or upon a plea of nolo contendere, NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which that he or she reasonably believed to be in or not opposed to the best interests of the CorporationCompany, and and, with respect to any criminal proceedingProceeding, that such person had reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify Indemnitee in accordance with the provisions of this Paragraph Section 3 if Indemnitee is a party to or is threatened to be made a party to or is otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Corporation Company to procure a judgment in its favor) by reason of the fact that Indemnitee is or was a Director director and/or Officer officer of the Corporation or a subsidiary of the CorporationCompany, or is or was serving at the request of the Corporation Company as a director, officer, member employee or manager, partner, trustee, employee, agent, or fiduciary agent of another corporation (domestic or foreign, nonprofit or for profit), limited liability companycorporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise, in each case whether before or after the date of this Agreement, against all Expenses, judgments, settlements, fines and penalties, amounts paid in settlement actually and reasonably incurred by Indemnitee (or on his behalf) in connection with such Proceeding or any claim, issue or matter therein, provided it is determined pursuant to Section 8 of this Agreement or by the defense or settlement of such Proceedingcourt having jurisdiction in the matter, but only if that Indemnitee acted in good faith and in a manner which that he or she reasonably believed to be in or not opposed to the best interests of the Corporation Company, and, in the case of a with respect to any criminal proceedingProceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding or of any claim, issue or matter therein, by judgment, order of courtorder, settlementsettlement or conviction, conviction or upon a plea of nolo contendere, contendere or its equivalent, shall not, of itself, adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which that he or she reasonably believed to be in or not opposed to the best interests of the CorporationCompany, and or, with respect to any criminal proceedingProceeding, that such person had reasonable cause to believe that his or her conduct was unlawful. Indemnitee shall have the right to employ Indemnitee's own legal counsel in any Proceeding for which indemnification is available under this Section 3.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify ------------------------------------ Indemnitee in accordance with the provisions of this Paragraph Section 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a 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 a Director and/or Officer of the Corporation director or a subsidiary officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, member or manager, partner, trustee, employee, agent, or fiduciary agent of another corporation (domestic or foreign, nonprofit or for profit), limited liability companycorporation, partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreement, against all Expenses, judgments, settlements, fines and penalties, penalties actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if Indemnitee he acted in good faith and in a manner which he or she reasonably believed to be (in the case of conduct in his official capacity) in the best interests of the Corporation or (in all other cases) not opposed to the best interests of the Corporation Corporation, and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction conviction, or upon a plea of nolo contendere, or its equivalent, ---- ---------- shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the CorporationCorporation (or that Indemnitee did not meet any other particular standard of conduct or have any other particular belief or that a court has determined that indemnification is not permitted by applicable law), and with respect to any criminal proceeding, that such person had reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Subject to Section 359.1 of Title 12 of the Federal Code of Regulations, the Bank shall indemnify the Indemnitee in accordance with the provisions of this Paragraph 3 section if the Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Corporation Bank to procure a judgment in its favor) ), by reason of the fact that the Indemnitee is or was a Director and/or Officer director, officer, employee or agent of the Corporation or a subsidiary of the Corporation, Bank or is or was serving at the request of the Corporation Bank as a director, officer, member employee or manager, partner, trustee, employee, agent, or fiduciary agent of another corporation (domestic or foreign, nonprofit or for profit), limited liability companycorporation, partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreement, against all Expenses, judgments, settlementsfines, fines settlements and penalties, other amounts actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, but only if provided it is determined pursuant to Paragraph 7 of this Agreement or by the court before which such action was brought or by the shareholders of the Bank in the manner prescribed by Section 317, that the Indemnitee acted in good faith and in a manner which he or he/she reasonably believed to be in or not opposed to the best interests of the Corporation Bank and, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that his or his/her conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which he or he/she reasonably believed to be in or not opposed to the best interests of the CorporationBank, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his or his/her conduct was unlawful. With respect to any Proceeding involving Indemnitee as to which Section 359.1 of Title 12 of the Federal Code of Regulations is applicable, the Bank agrees to use its best efforts to actively and fully comply with the requirements of Section 359.3 of Title 12 of the Federal Code of Regulations to provide the Indemnitee with indemnification to the maximum permitted under such section.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Subject to Paragraph 8, the ------------------------------------ Corporation shall indemnify the Indemnitee in accordance with the provisions of this Paragraph 3 if the Indemnitee is a party to or to, threatened to be made a party to or otherwise involved in in, any Proceeding (other than a Proceeding by or in the right of the Corporation itself to procure a judgment in its favor) ), by reason of the fact that the Indemnitee is or was a Director director and/or Officer officer of the Corporation or a subsidiary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, member employee or manager, partner, trustee, employee, agent, or fiduciary agent of another corporation (domestic or foreign, nonprofit or for profit), limited liability companycorporation, partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreement, against all Expenses, judgments, settlements, fines and penalties, Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, but only if provided it is determined, pursuant to Paragraph 7 or by the court before which such action was brought, that the Indemnitee acted in good faith and in a manner which that he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, contendere or its equivalent, equivalent shall not, of itself, create a presumption that the Indemnitee did not act in good faith and or in a manner which that he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Paragraph 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that Indemnitee is or was a Director and/or Officer of the Corporation or a subsidiary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, member or manager, partner, trustee, employee, agent, employee or fiduciary agent of another corporation (corporation, domestic or foreign, nonprofit non- profit or for for-profit), a limited liability company, company or a partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreement, against all Expenses, judgments, settlements, fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if Indemnitee acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Paragraph 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that Indemnitee is or was a Director and/or Officer of the Corporation or a subsidiary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, member or manager, partner, trustee, employee, agent, employee or fiduciary agent of another corporation (domestic or foreign, nonprofit or for profit), limited liability companycorporation, partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreement, against all Expenses, judgments, settlements, fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if Indemnitee acted in good faith and in a manner which he or he/she reasonably believed to be in or not opposed to the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe that his or his/her conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he or he/she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his or her conduct was unlawful.