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 Subject to Paragraph 7, the Corporation shall defend and indemnify the Indemnitee and his successors, assigns, heirs, beneficiaries, and agents against and hold the same harmless from any and all Expenses and all other costs, claims, losses, recoveries, deficiencies, injuries, Proceedings, other legal and administrative proceedings and penalties, including attorney’s fees and costs, arising from or related to any and all of Indemnitiee’s acts or omissions taken in accordance connection with the provisions of this Paragraph 3 if Indemnitee is his positions as a party to Director, Officer, or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right Employee of the Corporation to procure a judgment in its favor) by reason the fullest extent of the fact law; provided that Indemnitee it is determined, pursuant to Paragraph 6 or by the court before which such action was a Director and/or Officer of brought, that 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 that he or she reasonably believed to be in or not opposed to the best interests of the Corporation. Such defense, indemnification, and hold harmless obligations of the Corporation and, in the case of shall also extend to a criminal proceeding, proceeding where Indemnitee 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 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 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 Bancorp 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 Bancorp 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, Bancorp or is or was serving at the request of the Corporation Bancorp 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 Bancorp 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 Bancorp 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 CorporationBancorp, 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 Subject to Section 16, the 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 Company or a subsidiary of the Corporationan Associated 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, 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, 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 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 Company shall indemnify Indemnitee in accordance with the provisions of this Paragraph 3 Section 1 if Indemnitee is, or is threatened to be made, a party to threatened, pending or threatened to be made a party to completed action, suit or otherwise involved in proceeding (including any Proceeding appeal thereof), whether civil, criminal, administrative, or investigative (other than a Proceeding an action by or in the right of the Corporation to procure Company or by any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which the Company owns, directly or indirectly through on or more other entities, a judgment in its favor) majority of the voting power or otherwise possesses a similar degree of control), by reason of the fact that Indemnitee is or was a Director and/or Officer director, officer, employee or agent 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 member, manager, partner, trustee, employeefiduciary, agent, employee or fiduciary agent (a “Subsidiary Officer”) of another corporation (domestic or foreign, nonprofit or for profit)corporation, limited liability company, partnership, joint venture, trust trust, employee benefit plan or other enterpriseenterprise (any such entity for which a Subsidiary Officer so serves, in each case whether before or after an “Associated Entity”). Pursuant to this Section 1, Indemnitee shall be indemnified to the date of this Agreementfullest extent permitted by law from and against any and all expenses, against all Expensesincluding attorneys’ fees and disbursements, judgments, settlements, fines and penalties, amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the defense such action, suit or settlement of such Proceeding, but only proceeding if Indemnitee (a) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests interest of the Corporation andCompany, in the case of a and with respect to any criminal action or proceeding, that the Indemnitee had no reasonable cause to believe that his such conduct to have been unlawful or her conduct was unlawful(b) is not liable pursuant to Nevada Revised Statutes 78.138. The termination of any such Proceeding action or proceeding by judgment, order of courtorder, settlement, conviction conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee the person is liable under Nevada Revised Statues 78.138 or 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 interest of the CorporationCompany, and with respect to any criminal proceeding, action or proceeding that such person had the Indemnitee did not have reasonable cause to believe that his or her such 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 shall Subject to Section 4.6, 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 or Member (including, without limitation, M6 LLC, M7 LLC and M8 LLC) 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 enterpriseenterprise (including, in each case whether before or after the date of this Agreementwithout limitation, against all ExpensesM6 LLC, judgments, settlements, fines M7 LLC and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of M8 LLC) 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 this Section 6.4. For the avoidance of doubt, “Indemnified Persons” shall include the current and in a manner which he or she reasonably believed to be in or not opposed to the best interests former manager of the Corporationeach of M6 LLC, M7 LLC and with respect to any criminal proceeding, that such person had reasonable cause to believe that his or her conduct was unlawfulM8 LLC.

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 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 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 3 Section 2 if Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to or otherwise involved participant in any Proceeding (Proceeding, other than a Proceeding by or in the right of the Corporation Company to procure a judgment in its favor) . Pursuant to this Section 2, Indemnitee shall be indemnified to the fullest extent permitted 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, applicable law against all Expenses, judgments, settlementspenalties, fines and penalties, 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, 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 with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination . (a) Reference to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any such Proceeding by judgmentservice as a director, order officer, employee or agent of court, settlement, conviction or upon a plea of nolo contenderethe Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its equivalent, shall not, of itself, create participants or beneficiaries; and a presumption that Indemnitee did not act person who acted in good faith and in a manner which he or she reasonably believed to be in or the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation, and with respect Company” as referred to any criminal proceeding, that such person had reasonable cause to believe that his or her conduct was unlawfulin this Agreement.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The To the fullest extent permitted by law, the Corporation shall indemnify the Indemnitee in accordance with the provisions of this Paragraph 3 Section 4 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 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, judgments and fines and penalties, actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, but only if the Indemnitee acted in good faith and in a manner which he or she the Indemnitee reasonably believed to be in or not opposed to the best interests interest of the Corporation and, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that his or her the Indemnitee's 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 the Indemnitee did not act in good faith and in a manner which he or she the Indemnitee 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 the Indemnitee had reasonable cause to believe that his or her the Indemnitee's 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 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 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 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 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 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 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 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 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.

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 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, 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 section 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 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 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 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 Corporation in the manner prescribed by Section 317, that 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, 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 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 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 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 contendereNOLO 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 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 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 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 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 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 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 Company shall indemnify Indemnitee to the extent set forth in accordance with the provisions of this Paragraph Section 3 if Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to or otherwise involved participant 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 and penalties, excise taxes, 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, if (A) Indemnitee acted conducted himself or herself in good faith and in a manner which he or she reasonably believed to be in the best interests of the Company or at least 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 not, of itself, create a presumption that (B) Indemnitee did not act engaged in good faith and in a manner conduct for which he or she shall not be liable under a provision of the Charter as authorized by Section 2.02(b)(4) of the MBCA (or any successor provision)]1 [provided, however, that no indemnification shall be available to Indemnitee pursuant to this Section 3 for any liability arising out of Indemnitee’s acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law]2. The conduct of Indemnitee with respect to an employee benefit plan for a purpose Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporationparticipants in, and with respect to any criminal proceedingthe beneficiaries of, the plan is conduct that such person had reasonable cause to believe that his or her conduct was unlawful.satisfies clause (A) of the preceding sentence. ​

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 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 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, settlements, fines and penalties, Expenses 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 (i) acted in good faith and faith, (ii) acted in a manner which he or she Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation and, Company and (iii) in the case of a criminal proceeding, had no reasonable cause to believe that his or her Indemnitee's conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction or upon a conviction, plea of nolo contendere, or its the 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 interest of the CorporationCompany, and or, with respect to any criminal proceeding, that such person Indemnitee had reasonable cause to believe that his or her Indemnitee's conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Bancorp 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 Bancorp 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, Bancorp or is or was serving at the request of the Corporation Bancorp 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 Bancorp in the manner prescribed by Section 317, that the Indemnitee acted in good faith and in a manner which he or she HE/SHE reasonably believed to be in or not opposed to the best interests of the Corporation Bancorp and, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that his or her 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 she HE/SHE reasonably believed to be in or not opposed to the best interests of the CorporationBancorp, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his or her HIS/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 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 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, settlementsettlemen, 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 she reasonably believed to be in or not opposed to the best interests interest of the CorporationBank, 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, contendre 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 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 Company 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, 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 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 Company in the manner prescribed by Section 317, that the Indemnitee acted in good faith and in a manner which he or she 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, in addition, had no reasonable cause to believe that his or her 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 she 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 her HIS/HER conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Paragraph 3 section if 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 of the Corporation itself 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, 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, whether such Proceeding is based on the Indemnitee’s being a director and/or officer of the Corporation or serving in each case whether before such other capacity prior to or after subsequent to the date of this Agreementhereof, against all Expenses, judgments, settlements, fines and penalties, Expenses 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 6 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 she Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation and, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that his or her Indemnitee’s conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction conviction, or upon a plea of nolo contenderecontenders, 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 Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and or with respect to any criminal proceeding, that such person Indemnitee had reasonable cause to believe that his or her Indemnitee’s 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 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 (as a witness or otherwise) in any Proceeding (other than a Proceeding by or in the right of the Corporation 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, 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, settlementsfines, fines penalties and penaltiesamounts paid in settlement, actually and reasonably incurred by Indemnitee in connection with such Proceeding (including the defense or settlement of such Proceeding), but only if Indemnitee acted in good faith and in a manner which he or she Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation and, in the case of a criminal action or proceeding, in addition, Indemnitee had no reasonable cause to believe that his or her Indemnitee's 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 Indemnitee reasonably believed to be in or not opposed to the best interests of the CorporationCorporation or, and with respect to any criminal action or proceeding, that such person Indemnitee had reasonable cause to believe that his or her Indemnitee's 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 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 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.