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 Section 3 if Indemnitee is a party to or threatened to be made a party to 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 or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, fines and penalties actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he acted in good faith and in a manner which he 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, and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction, or upon a plea of 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 reasonably believed to be in or not opposed to the best interests of the Corporation (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 conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Bancorp shall indemnify the Indemnitee in accordance with the provisions of this Section 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 director, officer, employee or officer agent of the Corporation, Bancorp or is or was serving at the request of the Corporation Bancorp as a director, officer, employee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, fines 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 he 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 he/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, Bancorp and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his 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 the Indemnitee did not act in good faith and in a manner which he he/she reasonably believed to be in or not opposed to the best interests of the Corporation (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)Bancorp, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his his/her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Subject to Paragraph 7, the Corporation shall defend and indemnify the Indemnitee in accordance with and his successors, assigns, heirs, beneficiaries, and agents against and hold the provisions of this Section 3 if Indemnitee is a party to 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 threatened to be made a party related to any Proceeding (other than and all of Indemnitiee’s acts or omissions taken in connection with his positions as a Proceeding by Director, Officer, 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 it is determined, pursuant to Paragraph 6 or by the court before which such action was brought, that the Indemnitee is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, fines and penalties actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he acted in good faith and in a manner which that he 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 Corporation. Such defense, indemnification, and hold harmless obligations of the Corporation, and, in the case of Corporation shall also extend to a criminal action or proceeding, in addition, proceeding where Indemnitee had no reasonable cause to believe that his conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction, conviction or upon a plea of 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 reasonably believed to be in or not opposed to the best interests of the Corporation (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)Corporation, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 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 Director and/or Officer of the Corporation or officer 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 agent fiduciary of another corporationcorporation (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 penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he Indemnitee 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 Corporation (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)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 Subject to Section 16, the Company shall indemnify Indemnitee in accordance with the provisions of this 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 or and/or officer of the CorporationCompany or an Associated Company, or is or was serving at the request of the Corporation Company as a director, officer, employee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, 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 he 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 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 CorporationCompany, and, in the case of a with respect to any criminal action or proceeding, in additionProceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any such Proceeding by judgment, order of courtorder, settlement, settlement or conviction, or upon a plea of 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 reasonably believed to be in or not opposed to the best interests of the Corporation (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)Company, and and, with respect to any criminal proceedingProceeding, that such person had reasonable cause to believe that his conduct was unlawful.

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 Section 3 if Indemnitee is a party to or threatened to be made a party to 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 Unitholder, Manager or officer Member or is or was serving as a Representative of the Corporation, any Group Company or is or was serving at the request of the Corporation any Group Company as a director, officer, employee, or agent Representative of another corporation, partnership, joint venture, limited liability company, trust or other enterprise, against all Expenses, judgments, 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 he Indemnified Person acted in good faith and in a manner which he he/she reasonably believed to be (in the case of conduct in his official capacity) in in, or not opposed to, the best interests of the Corporation or (in all other cases) not opposed to the best interests of the Corporation, Company and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his 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 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 reasonably believed to be in or not opposed to the best interests of the Corporation (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 conduct was unlawfulthis Section 6.4.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify Indemnitee in accordance with the provisions of this 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 or and/or officer of the CorporationCompany, or is or was serving at the request of the Corporation Company as a director, officer, employeetrustee, general partner, managing member, fiduciary, employee or agent of another corporation, partnership, joint venture, trust or other enterprisean Enterprise, against all Expenses, judgments, 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 he that Indemnitee acted in good faith and in a manner which that he 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 CorporationCompany, and, in the case of a with respect to any criminal action or proceeding, in additionProceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any such Proceeding or of any claim, issue or matter therein, by judgment, order of courtorder, settlement, settlement or conviction, or upon a plea of contendere, nolo 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 reasonably believed to be in or not opposed to the best interests of the Corporation (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)Company, and or, with respect to any criminal proceedingProceeding, that such person had reasonable cause to believe that his 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 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 Section 3 if Indemnitee is a party to or threatened to be made a party to 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 Unitholder or officer Member (including, without limitation, M6 LLC, M7 LLC and M8 LLC) or is or was serving as a Representative of the Corporation, any Group Company or is or was serving at the request of the Corporation any Group Company as a director, officer, employee, or agent Representative of another corporation, partnership, joint venture, limited liability company, trust or other enterpriseenterprise (including, against all Expenseswithout limitation, judgmentsM6 LLC, 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 he Indemnified Person acted in good faith and in a manner which he he/she reasonably believed to be (in the case of conduct in his official capacity) in in, or not opposed to, the best interests of the Corporation or (in all other cases) not opposed to the best interests of the Corporation, Company and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his 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 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 reasonably believed to be in or not opposed to the best interests former manager of the Corporation (or that Indemnitee did not meet any other particular standard each of conduct or have any other particular belief or that a court has determined that indemnification is not permitted by applicable law)M6 LLC, M7 LLC and with respect to any criminal proceeding, that such person had reasonable cause to believe that his conduct was unlawfulM8 LLC.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 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 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 director, officer, employee or officer agent of the CorporationCompany, or is or was serving at the request of the Corporation Company as a director, officer, employeemember, manager, partner, trustee, fiduciary, employee or agent (a “Subsidiary Officer”) of another 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, an “Associated Entity”). Pursuant to this Section 1, Indemnitee shall be indemnified to the fullest extent permitted by law from and against any and all Expensesexpenses, including attorneys’ fees and disbursements, judgments, 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 he Indemnitee (a) acted in good faith and in a manner which he 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 interest of the CorporationCompany, and, in the case of a and with respect to any criminal action or proceeding, in addition, that the Indemnitee had no reasonable cause to believe that his such conduct was unlawfulto have been unlawful or (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, or upon a plea of contendere, nolo 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 reasonably believed to be in or not opposed to the best interests interest of the Corporation (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)Company, 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 such conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify the Indemnitee in accordance with if the provisions of this Section 3 if Indemnitee was or is a party to or is threatened to be made a party to any Proceeding proceeding (other than a Proceeding proceeding by or in the right of the Corporation to procure a judgment in its favorCompany) by reason of the fact that the Indemnitee is or was a director or officer an agent of the CorporationCompany, including any proceeding based upon any act or is or was serving at inaction by the request Indemnitee in the Indemnitee’s capacity as an agent of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterpriseCompany, against any and all Expensesexpenses, judgments, fines and penalties actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceedingproceeding, but only if he the Indemnitee 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 CorporationCompany, and, in the case of a with respect to any 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 proceeding by judgment, order of court, settlement, conviction, 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 Corporation (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)Company, and with respect to any criminal proceedingproceedings, that such person the Indemnitee 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 Section 3 if Indemnitee is a party to or threatened to be made a party to 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 or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, fines and penalties actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he acted in good faith and in a manner which he 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, and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his 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 reasonably believed to be in or not opposed to the best interests of the Corporation (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 conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify Indemnitee in accordance with the provisions of this 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 or executive officer of the CorporationCompany, or is or was serving at the request of the Corporation Company as a director, officer, employeetrustee, general partner, managing member, fiduciary, employee or agent of another corporation, partnership, joint venture, trust or other enterprisean Enterprise, against all Expenses, judgments, 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 he that Indemnitee acted in good faith and in a manner which that he 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 CorporationCompany, and, in the case of a with respect to any criminal action or proceeding, in additionProceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any such Proceeding or of any claim, issue or matter therein, by judgment, order of courtorder, settlement, settlement or conviction, or upon a plea of contendere, nolo 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 reasonably believed to be in or not opposed to the best interests of the Corporation (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)Company, and or, with respect to any criminal proceedingProceeding, that such person had reasonable cause to believe that his conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Bank shall indemnify the Indemnitee in accordance with the provisions of this Section 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 or officer of the Corporation, Bank or is or was serving at the request of the Corporation Bank as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, fines 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 he 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 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, Bank and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his 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 reasonably believed to be in or not opposed to the best interests of the Corporation (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 conduct was unlawful.Indemnitee

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify Indemnitee in accordance with the provisions of this 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 or and/or officer of the CorporationCompany, or is or was serving at the request of the Corporation Company as a director, officer, employeetrustee, general partner, managing member, fiduciary, employee or agent of another corporation, partnership, joint venture, trust or other enterprisean Enterprise, against all Expenses, judgments, 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 he that Indemnitee acted in good faith and in a manner which that he 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 CorporationCompany, and, in the case of a with respect to any criminal action or proceeding, in additionProceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any such Proceeding or of any claim, issue or matter therein, by judgment, order of courtorder, settlement, settlement or conviction, or upon a plea of contendere, nolo 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 reasonably believed to be in or not opposed to the best interests of the Corporation (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)Company, and or, with respect to any criminal proceedingProceeding, that such person had reasonable cause to believe that his 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 Section 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 or and/or officer of the Corporation, Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, 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 such other capacity prior to or subsequent to the date hereof, against all Expenses, judgments, fines and penalties Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he 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 Indemnitee 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 Indemnitee’s conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction, or upon a plea of contenderenolo contenders, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation (Corporation, 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 Indemnitee had reasonable cause to believe that his Indemnitee’s conduct was unlawful.

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 Section 3 4 if the Indemnitee is a party to or threatened to be made a party to 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 or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise), against all Expenses, judgments, 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 he the Indemnitee acted in good faith and in a manner which he the Indemnitee 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 interest of the Corporation, Corporation and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his the 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 the Indemnitee did not act in good faith and in a manner which he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation (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)Corporation, and with respect to any criminal proceeding, that such person the Indemnitee had reasonable cause to believe that his the Indemnitee's conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify Indemnitee in accordance with the provisions of this 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 or and/or officer of the CorporationCompany, or is or was serving at the request of the Corporation Company as a director, officer, employee, employee or agent of another corporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise, against all Expenses, judgments, 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 he that Indemnitee acted in good faith and in a manner which that he 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 CorporationCompany, and, in the case of a with respect to any criminal action or proceeding, in additionProceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any such Proceeding or of any claim, issue or matter therein, by judgment, order of courtorder, settlement, settlement or conviction, or upon a plea of contendere, nolo 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 reasonably believed to be in or not opposed to the best interests of the Corporation (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)Company, and or, with respect to any criminal proceedingProceeding, that such person had reasonable cause to believe that his 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 Section 3 if Indemnitee is a party to or threatened to be made a party to 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 or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, fines and penalties actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he acted in good faith and in a manner which he 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, and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his 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 reasonably believed to be in or not opposed to the best interests of the Corporation (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 conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify the Indemnitee in accordance with the provisions of this Section 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 director, officer, employee or officer agent of the Corporation, Company or is or was serving at the request of the Corporation Company as a director, officer, employee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, fines 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 he 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 HE/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, Company and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his 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 the Indemnitee did not act in good faith and in a manner which he HE/SHE reasonably believed to be in or not opposed to the best interests of the Corporation (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)Company, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his HIS/HER conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall Company will indemnify Indemnitee in accordance with the provisions of this Section 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 or officer Director and/or Officer of the CorporationCompany or a subsidiary or affiliate of the Company, or is or was serving at the request of the Corporation Company as a director, officer, employeemember or manager, partner, trustee, employee or agent of another corporation, domestic or foreign, non-profit or for-profit, a limited liability company or a partnership, joint venture, trust or other enterprise, 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 he Indemnitee 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, Company 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 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 Corporation (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)Company, 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 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 or and/or officer of the CorporationCompany, or is or was serving at the request of the Corporation Company as a director, officer, employee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, 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 he 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 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 CorporationCompany, and, in the case of a with respect to any criminal action or proceeding, in additionProceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any such Proceeding by judgment, order of courtorder, settlement, settlement or conviction, or upon a plea of 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 reasonably believed to be in or not opposed to the best interests of the Corporation (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)Company, and and, with respect to any criminal proceedingProceeding, that such person had reasonable cause to believe that his conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Section 3 3, if the Indemnitee is a party to or threatened to be made a party to 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 or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise), against all Expenses, judgments, fines and penalties amounts paid in settlement, actually and reasonably incurred by the Indemnitee in connection with such Proceeding if the defense or settlement conduct of such Proceeding, but only if he acted the Indemnitee was in good faith and in a manner which he the Indemnitee reasonably believed to be (in that the case of Indemnitee's conduct in his official capacity) was in the best interests of the Corporation Corporation, or (in all other cases) at least not opposed to the its best interests of the Corporationinterests, and, in the case of a criminal action or proceeding, the Indemnitee, in addition, had no reasonable cause to believe that his the Indemnitee's conduct was unlawful. The termination of However, the Indemnitee shall not be entitled to indemnification under this Section 3 in connection with any Proceeding charging improper personal benefit to the Indemnitee in which the Indemnitee was adjudged liable on the basis that personal benefit was improperly received by the Indemnitee unless and only to the extent that the court conducting such Proceeding by judgment, order of court, settlement, conviction, or upon a plea of 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 reasonably believed to be in or not opposed to the best interests of the Corporation (or that Indemnitee did not meet any other particular standard court of conduct or have any other particular belief or competent jurisdiction determines upon application that a court has determined that despite the adjudication of liability, the Indemnitee is fairly and reasonably entitled to indemnification is not permitted by applicable law), and with respect to any criminal proceeding, that such person had reasonable cause to believe that his conduct was unlawfulin view of all the relevant circumstances.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 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 Director and/or Officer of the Corporation or officer 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 agent fiduciary of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company or a partnership, joint venture, trust or other enterprise, 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 he Indemnitee 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 Corporation (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)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 be liable to indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to participant (as a witness or otherwise) 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 or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified against all Expenses, judgments, fines and penalties amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with the defense such Proceeding or settlement of such Proceedingany claim, but only issue or matter therein, if he Indemnitee (A) acted in good faith and in a manner which he 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, and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction, or upon a plea of 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 reasonably believed to be in or not opposed to the best interests of the Corporation (or that Indemnitee did not meet any other particular standard Company and, in the case of conduct or have any other particular belief or that a court has determined that indemnification is not permitted by applicable law)criminal Proceeding, and with respect to any criminal proceeding, that such person had no reasonable cause to believe that his Indemnitee’s conduct was unlawful, or (B) engaged in conduct for which Indemnitee shall not be liable under a provision of the Company’s Articles of Organization authorized by Section 2.02(b)(4) of the Act or any successor provisions to the Act. Indemnitee’s conduct with respect to an employee benefit plan for a purpose Indemnitee reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement that Indemnitee’s conduct was at least not opposed to the best interests of the Company.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall be liable to indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to participant (as a witness or otherwise) 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 or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified against all Expenses, judgments, fines and penalties amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with the defense such Proceeding or settlement of such Proceedingany claim, but only issue or matter therein, if he Indemnitee (A) acted in good faith and in a manner which he 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, and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction, or upon a plea of 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 reasonably believed to be in or not opposed to the best interests of the Corporation (or that Indemnitee did not meet any other particular standard Company and, in the case of conduct or have any other particular belief or that a court has determined that indemnification is not permitted by applicable law)criminal Proceeding, and with respect to any criminal proceeding, that such person had no reasonable cause to believe that his Indemnitee’s conduct was unlawful; or (B) engaged in conduct for which Indemnitee shall not be liable under a provision of the Company’s Articles of Organization authorized by Section 2.02(b)(4) of the Act or any successor provisions to the Act. Indemnitee’s conduct with respect to an employee benefit plan for a purpose Indemnitee reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement that Indemnitee’s conduct was at least not opposed to the best interests of the Company.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 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 or officer Director and/or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employeepartner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, 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 he Indemnitee acted in good faith and in a manner which he he/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 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 he/she reasonably believed to be in or not opposed to the best interests of the Corporation (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)Corporation, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 2 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 or and/or officer of the CorporationCompany, or is or was serving at the request of the Corporation Company as a director, officer, employeetrustee, general partner, managing member, fiduciary, employee or agent of another corporation, partnership, joint venture, trust or other enterpriseagent, against all Expenses, judgments, 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 7 of this Agreement or by the defense or settlement of such Proceedingcourt having jurisdiction in the matter, but only if he that Indemnitee acted in good faith and in a manner which that he 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 CorporationCompany, and, in the case of a with respect to any criminal action or proceeding, in additionProceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any such Proceeding or of any claim, issue or matter therein, by judgment, order of courtorder, settlement, settlement or conviction, or upon a plea of contendere, nolo 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 reasonably believed to be in or not opposed to the best interests of the Corporation (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)Company, and or, with respect to any criminal proceedingProceeding, that such person had no reasonable cause to believe that his 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 2.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify ------------------------------------ Indemnitee in accordance with the provisions of this Section 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 or officer of the Corporation, Company or is or was serving at the request of the Corporation Company as a director, officer, employee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, fines and penalties Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he 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 Indemnitee 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, and, Company and (iii) in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his 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 the equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests interest of the Corporation (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)Company, and or, with respect to any criminal proceeding, that such person Indemnitee had reasonable cause to believe that his Indemnitee's conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify the Indemnitee in accordance with if the provisions of this Section 3 if Indemnitee is a party to or threatened to be made a party to or is a witness in any Proceeding threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than a Proceeding an action by or in the right of the Corporation to procure a judgment in its favorCompany) by reason of the fact that the Indemnitee is or was a director or officer an Agent of the CorporationCompany, or is by reason of any act or was serving at inaction by the request Indemnitee in any such capacity against any and all Expenses and liabilities of the Corporation as a directorany type whatsoever (including, officerbut not limited to, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expensessettlements, judgments, fines and penalties penalties), actually and reasonably incurred by the Indemnitee in connection with such action, suit or proceeding if the defense or settlement of such Proceeding, but only if he Indemnitee acted in good faith and in a manner which he the Indemnitee 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 CorporationCompany, and, in the case of a with respect to any criminal action or proceeding, in addition, had no reasonable cause to believe that his the Indemnitee’s conduct was unlawful. The termination of any such Proceeding action, suit or proceeding by judgment, order of courtorder, settlement, conviction, or upon a plea of contendere, 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 that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation (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)Company, and or, with respect to any criminal action or proceeding, that such person the Indemnitee had reasonable cause to believe that his the Indemnitee’s 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 Section 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 or officer an agent of the CorporationCompany or any Company Subsidiary, or is by reason of any act or was serving at the request of the Corporation as a director, officer, employee, inaction by him or agent of another corporation, partnership, joint venture, trust or other enterpriseher in any such capacity, against any and all Expensesexpenses and liabilities of any type whatsoever (including, but not limited to, settlements, judgments, fines and penalties 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 he the Indemnitee 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 CorporationIndemnitors, and, in the case of a with respect to any 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 proceeding by judgment, order of court, settlement, conviction, 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 Corporation (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)Indemnitors, 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 Company shall indemnify the ------------------------------------ Indemnitee in accordance with if the provisions of this Section 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding proceeding (other than a Proceeding proceeding by or in the right of the Corporation to procure a judgment in its favorCompany) by reason of the fact that the Indemnitee is or was a director or officer an agent of the CorporationCompany, including any proceeding based upon any act or is or was serving at inaction by the request Indemnitee in his capacity as an agent of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterpriseCompany, against any and all Expensesexpenses, judgments, fines and penalties actually and reasonably incurred by Indemnitee him in connection with the defense or settlement of such Proceedingproceeding, but only if he the Indemnitee acted in good faith and in a manner which he 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 CorporationCompany, and, in the case of a with respect to any criminal action or proceeding, in addition, had no reasonable cause to believe that his conduct was unlawful. The termination of any such Proceeding proceeding by judgment, order of court, settlement, conviction, 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 reasonably believed to be in or not opposed to the best interests of the Corporation (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)Company, and with respect to any criminal proceedingproceedings, that such person had reasonable cause to believe that his conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 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 Director and/or Officer of the Corporation or officer a subsidiary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employeemember or manager, partner, trustee, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company or a partnership, joint venture, trust or other enterprise, 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 he Indemnitee 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 Corporation (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)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 Section 3 if paragraph, against all Expenses, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement (including all interest, assessments, and other charges paid or payable in connection with or in respect of such Expenses actually and reasonably incurred by or for Indemnitee is a party to or threatened to be made a party to in connection with 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 or officer of the Corporation), or is any claim, issue or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, fines and penalties actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceedingmatter therein, but only if he Indemnitee acted in good faith and in a manner in 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, and, in the case of a criminal action or proceeding, in addition, proceeding had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding by judgment, order of courtorder, settlement, conviction, or upon a plea of 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 he or she reasonably believed to be in or not opposed to the best interests of the Corporation (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)Corporation, and and, with respect to any criminal proceeding, that such person had Indemnitee has 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 Section 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 or officer of the Corporation, Corporation or is or was serving at the request of the Corporation as a director, officer, employee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, fines 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 he 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 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, and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his 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 reasonably believed to be in or not opposed to the best interests of the Corporation (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)Corporation, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his 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 Section 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 or and/or officer of the Corporation, Company or is or was serving at the request of the Corporation Company as a director, officer, employee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including any subsidiary of the Company, against all Expenses, judgments, fines and penalties penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he 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 he/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, Company and, in the case of a criminal action or proceeding, in addition, proceeding had no reasonable cause to believe that his 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 he/she reasonably believed to be in or not opposed to the best interests of the Corporation (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)Company, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his his/her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Bank shall indemnify the Indemnitee in accordance with the provisions of this Section 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 or officer of the Corporation, Bank or is or was serving at the request of the Corporation Bank as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, fines 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 he 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 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, Bank and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his conduct was unlawful. The termination of any such Proceeding by judgment, . order of court, settlementsettlemen, 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 reasonably believed to be in or not opposed to the best interests interest of the Corporation (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)Bank, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his 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 Section 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 or and/or officer of the Corporation, Corporation or is or was serving at the request of the Corporation as a director, officer, employee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, fines and penalties Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, but only if he 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 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, and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction, conviction or upon a plea of 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 reasonably believed to be in or not opposed to the best interests of the Corporation (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)Corporation, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 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 Director and/or Officer of the Corporation or officer a subsidiary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employeemember or manager, partner, trustee, employee or agent of another corporation, domestic or foreign, non- profit or for-profit, a limited liability company or a partnership, joint venture, trust or other enterprise, 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 he Indemnitee 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 Corporation (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)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 Section 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 Director and/or Officer of the Corporation or officer 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 agent fiduciary of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company or a partnership, joint venture, trust or other enterprise, 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 he Indemnitee 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 Corporation (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)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 Bancorp shall indemnify the Indemnitee in accordance with the provisions of this Section 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 director, officer, employee or officer agent of the Corporation, Bancorp or is or was serving at the request of the Corporation Bancorp as a director, officer, employee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, fines 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 he 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 HE/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, Bancorp and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his 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 the Indemnitee did not act in good faith and in a manner which he HE/SHE reasonably believed to be in or not opposed to the best interests of the Corporation (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)Bancorp, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his HIS/HER conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is a party to or threatened to be made a party to 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 or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, fines and penalties actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he acted in good faith and in a manner which he 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, and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his 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 reasonably believed to be in or not opposed to the best interests of the Corporation (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 conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify Indemnitee in accordance with the provisions of this 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 or executive officer of the CorporationCompany, or is or was serving at the request of the Corporation Company as a director, officer, employeetrustee, general partner, managing member, fiduciary, employee or agent of another corporation, partnership, joint venture, trust or other enterprisean Enterprise, against all Expenses, judgments, 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 he that Indemnitee acted in good faith and in a manner which he that 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 CorporationCompany, and, in the case of a with respect to any criminal action or proceeding, in additionProceeding, had no reasonable cause to believe that his her conduct was unlawful. The termination of any such Proceeding or of any claim, issue or matter therein, by judgment, order of courtorder, settlement, settlement or conviction, or upon a plea of contendere, nolo 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 that she reasonably believed to be in or not opposed to the best interests of the Corporation (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)Company, and or, with respect to any criminal proceedingProceeding, that such person had reasonable cause to believe that his her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is a party to or threatened to be made a party to 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 or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, fines and penalties actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he acted in good faith and in a manner which he 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, and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction, or upon a plea of 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 reasonably believed to be in or not opposed to the best interests of the Corporation (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 conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify Indemnitee in accordance with the provisions of this Section 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 or and/or officer of the Corporation, Company or is or was serving at the request of the Corporation Company as a director, officer, employee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, fines fines, penalties, liabilities and penalties 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 he Indemnitee acted in good faith and in a manner which he 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, Company and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his 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 reasonably believed to be in or not opposed to the best interests of the Corporation (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)Company or, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his 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 Section 3 if Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to 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 or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified against all Expenses, judgments, fines fines, penalties, excise taxes, 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 he acted (A) Indemnitee conducted himself or herself 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 Company or (in all other cases) at least not opposed to the best interests of the CorporationCompany, 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 ,[ or (B) Indemnitee engaged in 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 such Proceeding by judgmentsuccessor provision)]1 [provided, order however, that no indemnification shall be available to Indemnitee pursuant to this Section 3 for any liability arising out of court, settlement, conviction, Indemnitee’s acts or upon a plea of contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did omissions not act in good faith and in or which involved intentional misconduct or a manner which he 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 Corporation (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)participants in, and with respect to any criminal proceedingthe beneficiaries of, the plan is conduct that such person had reasonable cause to believe that his conduct was unlawful.satisfies clause (A) of the preceding sentence. ​

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall ------------------------------------- indemnify Indemnitee in accordance with the provisions of this Section 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 or officer Director and/or Executive Officer of the Corporation, or is or was serving at the request of the Corporation as a director, partner, trustee, officer, employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise, 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 he Indemnitee acted in good faith and in a manner which he 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 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 reasonably believed to be in or not opposed to the best interests of the Corporation (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)Corporation, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 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 or and/or officer of the Corporation, Corporation or is or was serving at the request of the Corporation as a director, officer, employee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, fines fines, penalties and penalties amounts 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 he Indemnitee acted in good faith and in a manner which he Indemnitee 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, Indemnitee had no reasonable cause to believe that his 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 Indemnitee did not act in good faith and in a manner which he Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation (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)or, and with respect to any criminal action or proceeding, that such person Indemnitee had reasonable cause to believe that his Indemnitee's conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Subject to Section 359.1 of Title 12 of the Federal Code of Regulations, the Bank shall indemnify the Indemnitee in accordance with the provisions of this Section 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 director, officer, employee or officer agent of the Corporation, Bank or is or was serving at the request of the Corporation Bank as a director, officer, employee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, fines 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 he 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 he/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, Bank and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his 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 the Indemnitee did not act in good faith and in a manner which he he/she reasonably believed to be in or not opposed to the best interests of the Corporation (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)Bank, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his 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 Company shall indemnify Indemnitee in accordance with the provisions of this 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 or officer of the CorporationCompany, or is or was serving at the request of the Corporation Company as a director, officer, employeetrustee, general partner, managing member, fiduciary, employee or agent of another corporation, partnership, joint venture, trust or other enterprisean Enterprise, against all Expenses, judgments, 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 he that Ixxxxxxxxx acted in good faith and in a manner which that 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 CorporationCompany, and, in the case of a with respect to any criminal action or proceeding, in additionProceeding, 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, settlement, settlement or conviction, or upon a plea of contendere, nolo 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 Corporation (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)Company, and or, with respect to any criminal proceedingProceeding, that such person had reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify and hold harmless the Indemnitee in accordance with from and against all Expenses if the provisions of this Section 3 if Indemnitee is a party to to, or is threatened to be made a party to or otherwise involved in any Proceeding (other than a the Proceeding by or in the right name of the Corporation Company to procure a judgment in its favor) by reason of the fact that the Indemnitee is or was a director or officer an Agent of the Corporation, Company or is by reason of any act or was serving at failure to act by the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, fines and penalties actually and reasonably incurred by Indemnitee in connection with the defense or settlement of any such Proceedingcapacity, but only if he the Indemnitee acted in good faith and in a manner which he the Indemnitee 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, Company and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his the conduct of the Indemnitee 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 the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation (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)Company, and with respect to any criminal proceedingproceedings, that such person the Indemnitee had reasonable cause to believe that his the Indemnitee's conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is a party to or threatened to be made a party to 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 or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, fines and penalties actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he acted in good faith and in a manner which he 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, and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction, or upon a plea of 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 reasonably believed to be in or not opposed to the best interests of the Corporation (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 conduct was unlawful.