Common use of Nature of Indemnity Clause in Contracts

Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was or has agreed to become a director, officer, employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent, of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys' fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that the person 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, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. [Section 145(a), (b).]

Nature of Indemnity. The Corporation shall indemnify any person (an “Indemnitee”) who at any time serves or has served as a director or officer of the Corporation, or at the request of the Corporation is or was serving as a director, officer, partner, member, trustee, employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, or other enterprise, or as a trustee or administrator under any employee benefit plan of the Corporation or any wholly owned subsidiary thereof (any such entity, an “Other Entity”), to the fullest extent from time to time permitted by law in the event he or she is a party or is threatened to be made involved as a party to party, witness or otherwise in any threatened, pending or completed action, demand, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative, investigative or investigativeother and whether formal or informal, including but not limited to any investigation, inquiry, hearing or alternative dispute resolution process, whether or not brought by or on behalf of the Corporation, by reason of the fact that he or she is or was or has agreed to become a director, officer, employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent, of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted acting in such capacity; provided, and may however, that the Corporation shall not indemnify any such Indemnitee against liability or expenses such person who was may incur on account of his or is a party or is threatened to be made a party to such an actionher activities which were, suit or proceeding by reason of the fact that he is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee time taken, known or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred believed by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed her to be clearly in or not opposed to conflict with the best interests of the Corporation. The rights of those receiving indemnification hereunder shall, andto the fullest extent from time to time permitted by law, with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor cover (1) such indemnification shall be limited to expenses (reasonable expenses, including without limitation all reasonable attorneys' fees) ’ fees actually and reasonably incurred by him or her in connection with any such person in the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. The termination of any action, suit or proceeding proceeding; (2) all payments made by him or her in satisfaction of any judgment, ordermoney decree, settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that the person 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, and, fine (including an excise tax assessed with respect to any criminal action an employee benefit plan), penalty, or settlement for which he or she may have become liable in such action, suit or proceeding, had ; and (3) all reasonable cause to believe that his conduct was unlawfulexpenses incurred in enforcing the indemnification rights provided herein. [The rights granted herein shall not be limited by the provisions contained in Section 145(a), (b)145 of the DGCL.]

Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was or has agreed to become a director, officer, employee director or agent officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director, director or officer, employee or agent, of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' ’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys' ’ fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of o£ liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. [Section 145(a), (b).]

Nature of Indemnity. The Corporation shall indemnify any Each person who was or is a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigativeinvestigative (each, a “Proceeding”), by reason of the fact that he such person (or a person of whom such person is the legal representative), is or was a director or has agreed to become a director, officer, employee or agent officer of the Corporation, corporation or is or was serving or has agreed to serve at the request of the Corporation corporation as a director, manager, officer, employee employee, fiduciary or agent, agent of another corporationcorporation or of a partnership, partnershiplimited liability company, joint venture, trust or other enterprise, including service with respect to any employee benefit plan (each, an “Indemnified Person”), whether the basis of such Proceeding is alleged action in an official capacity as a director or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason officer of the fact that he is corporation or was or has agreed to become an employee or agent of the Corporation, or is or was in any other capacity while serving or has agreed to serve at the request of the Corporation corporation as an employee a director, manager, officer, employee, fiduciary or agent of another corporationcorporation or of a partnership, partnershiplimited liability company, joint venture, trust or other enterprise, including service with respect to any employee benefit plan, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so by the DGCL against expenses (including attorneys' fees)all expense, judgments, fines and fines, amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding other liability and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses loss (including attorneys' ’ fees) actually and reasonably incurred by such person Indemnified Person in the defense or settlement of connection with such action or suit, Proceeding and (2) no such indemnification shall be made inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in respect Section 2 of this Article Nine, the corporation shall indemnify any claim, issue or matter as to which Indemnified Person seeking indemnification in connection with a Proceeding initiated by such person shall have been adjudged to be liable to only if such Proceeding was authorized by the Corporation unless and only to the extent that the Delaware Court board of Chancery or the court in which such directors. The corporation may, by action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the caseboard of directors, such person is fairly provide indemnification to employees, fiduciaries and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests agents of the Corporation, and, corporation with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. [Section 145(a), (b)the same scope and effect as the foregoing indemnification of Indemnified Parties.]

Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedingproceeding (a "Proceeding"), whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was or has agreed to become a director, officer, employee director or agent officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director, director or officer, employee or agent, of another corporation, partnership, joint venture, trust or other enterpriseentity, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, Corporation and, with respect to any criminal action or proceeding proceeding, had no reasonable cause to believe that his or her conduct was unlawful; except that in the case of an action or suit by or in the right name of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys' fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses MetLife, Inc. By-Laws 138 which the Delaware Court of Chancery or such other court shall deem proper. Notwithstanding the foregoing, but subject to Section 6.05 of these By-Laws, the Corporation shall not be obligated to indemnify a director or officer of the Corporation in respect of a Proceeding (or such part thereof) instituted by such director or officer, unless such Proceeding (or such part thereof) has been authorized by the Board of Directors. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. [Section 145(a), (b).]

Nature of Indemnity. The Corporation shall indemnify any Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigativeinvestigative (hereinafter a “proceeding”), by reason of the fact that he or she (or a person of whom he or she is the legal representative), is or was at any time after the date hereof a director or has agreed to become a director, officer, employee or agent officer of the Corporation, Corporation or is or was at any time after the date hereof serving or has agreed to serve at the request of the Corporation as a director, officer, employee employee, fiduciary, or agent, agent of another corporation, corporation or of a partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary or agent or in any criminal action other capacity while serving as a director, officer, employee, fiduciary or proceeding had no reasonable cause agent, shall be indemnified and held harmless by the Corporation to believe his conduct was unlawful; except that the fullest extent which it is empowered to do so by the DGCL, as the same exists or may hereafter be amended (but, in the case of an action or suit by or in any such amendment, only to the right of extent that such amendment permits the Corporation to procure a judgment in its favor (1) provide prior to such indemnification shall be limited to expenses amendment), against all expense, liability and loss (including attorneys' fees) ’ fees actually and reasonably incurred by such person in the defense or settlement of connection with such action or suit, proceeding) and (2) no such indemnification shall be made inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in respect Section 2 of this Article Eight, the Corporation shall indemnify any claim, issue or matter as to which such person shall have been adjudged seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the Board of Directors. The Corporation may, by action of the Board of Directors, provide indemnification to be liable to employees and agents of the Corporation unless with the same scope and only to effect as the extent that the Delaware Court foregoing indemnification of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly directors and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that the person 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, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. [Section 145(a), (b)officers.]

Nature of Indemnity. The Corporation shall indemnify any ------------------- person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was or has agreed to become a director, officer, employee director or agent officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director, director or officer, employee or agent, of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person xxxxxx who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1a) such indemnification shall be limited to expenses (including attorneys' fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (2b) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and or in a manner in which he reasonably believed to be in or not opposed to the best interests of the Corporation, andor, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. [Section 145(a), (b).]

Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he such person is or was or has agreed to become a director, officer, employee director or agent officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director, director or officer, employee or agent, of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he such person is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him such person or on his such person's behalf in connection with such action, suit or proceeding and any appeal therefrom, if he such person acted in good faith and in a manner he such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his such person's conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys' fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. The termination of any action, suit or proceeding by judgment, order, order settlement, conviction, or upon a plea of NOLO CONTENDERE nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his such person's conduct was unlawful. [Section 145(a), (b).]

Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedingproceeding (a "Proceeding"), whether civil, criminal, administrative or investigative, by reason of the fact that he is or was or has agreed to become a director, officer, employee director or agent officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director, director or officer, employee or agent, of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys' fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. Notwithstanding the foregoing but subject to Section 6.05, the Corporation shall not be obligated to indemnify a director or officer of the Corporation in respect of a Proceeding (or part thereof) instituted by such director or officer, unless (i) such Proceeding (or part thereof) has been authorized by the Board of Directors or (ii) such Proceeding is pursuant to a Consulting Agreement or an Indemnification Agreement. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE nolo contendere or its equivalent, shall not, of itself, create a presumption that the person 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, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. [Section 145(a), (b145(a),(b).]

Nature of Indemnity. The Corporation shall indemnify any Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigativeinvestigative (each, a “Proceeding”), by reason of the fact that he such person (or a person of whom such person is the legal representative), is or was a director or has agreed to become a director, officer, employee or agent officer of the Corporation, corporation or is or was serving or has agreed to serve at the request of the Corporation corporation as a director, manager, officer, employee employee, fiduciary or agent, agent of another corporationcorporation or of a partnership, partnershiplimited liability company, joint venture, trust or other enterprise, including service with respect to any employee benefit plan (each, an “Indemnified Person”), whether the basis of such Proceeding is alleged action in an official capacity as a director or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason officer of the fact that he is corporation or was or has agreed to become an employee or agent of the Corporation, or is or was in any other capacity while serving or has agreed to serve at the request of the Corporation corporation as an employee a director, manager, officer, employee, fiduciary or agent of another corporationcorporation or of a partnership, partnershiplimited liability company, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, service with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification employee benefit plan, shall be limited indemnified and held harmless by the corporation to expenses the fullest extent which it is empowered to do so by the DGCL against all expense, liability and loss (including attorneys' fees) ’ fees actually and reasonably incurred by such person Indemnified Person in the defense or settlement of connection with such action or suit, Proceeding and (2) no such indemnification shall be made inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in respect Section 2 of this Article Nine, the corporation shall indemnify any claim, issue or matter as to which Indemnified Person seeking indemnification in connection with a Proceeding initiated by such person shall have been adjudged to be liable to only if such Proceeding was authorized by the Corporation unless and only to the extent that the Delaware Court board of Chancery or the court in which such directors. The corporation may, by action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the caseboard of directors, such person is fairly provide indemnification to employees, fiduciaries and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests agents of the Corporation, and, corporation with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. [Section 145(a), (b)the same scope and effect as the foregoing indemnification of Indemnified Parties.]

Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedingproceeding (a "Proceeding"), whether civil, criminal, administrative or investigative, by reason of the fact that he is or was or has agreed to become a director, officer, employee director or agent officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director, director or officer, employee or agent, of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any any, criminal action or proceeding had no reasonable cause to believe his conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys' fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. Notwithstanding the foregoing, but subject to Section 6.05, the Corporation shall not be obligated to indemnify a director or officer of the Corporation in respect of a Proceeding (or part thereof) instituted by such director or officer, unless (i) such Proceeding (or part thereof) has been authorized by the Board of Directors or (ii) such Proceeding is pursuant to a Consulting Agreement or an Indemnification Agreement. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE nolo contendere or its equivalent, shall not, of itself, create a presumption that the person 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, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. [Section 145(a), (b).]

Nature of Indemnity. The Corporation shall indemnify any Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigativeinvestigative (hereinafter, a “proceeding”), by reason of the fact that he or she (or a person of whom he or she is the legal representative), is or was a director or has agreed to become a director, officer, employee or agent officer of the Corporation, Corporation or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee employee, fiduciary, or agent, agent of another corporation, corporation or of a partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, service with respect to employee benefit plans, whether the basis of such proceeding is an alleged action in an official capacity as a director, officer, employee, fiduciary or agent or in any criminal action other capacity while serving as a director, officer, employee, fiduciary or proceeding had no reasonable cause agent, shall be indemnified and held harmless by the Corporation to believe his conduct was unlawful; except that the fullest extent which it is empowered to do so by the DGCL, as the same exists or may hereafter be amended (but, in the case of an action or suit by or in any such amendment, only to the right of extent that such amendment permits the Corporation to procure a judgment in its favor (1provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) such indemnification shall be limited to expenses against all cost, expense, liability and loss (including attorneys' fees) ’ fees actually and reasonably incurred by such person in connection, with such proceeding) and such indemnification shall inure to the defense benefit of his or settlement her heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) of this Article Nine, the Corporation shall indemnify any such action or suitperson seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the Board of Directors. The right to indemnification conferred in this Article Nine shall be a contract right and, subject to paragraphs (b) and (2d) no indemnification of this Article Nine, shall be made in respect of any claim, issue or matter as include the right to which such person shall have been adjudged to be liable to payment by the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, expenses incurred in defending any such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court proceeding in advance of Chancery or such other court shall deem properits final disposition. The termination of any actionCorporation may, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests action of the CorporationBoard of Directors, and, provide indemnification to employees and agents of the Corporation with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. [Section 145(a), (b)the same scope and effect as the foregoing indemnification of directors and officers.]

Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was or has agreed to become a directorDirector, officer, employee officer or corporate agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a directorDirector, officer, employee officer or corporate agent, of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1A) such indemnification shall be limited to expenses (including attorneys' fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (2B) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. The termination of any action, suit or proceeding by judgment, order, order settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that the person 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, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. [Section Sections 145(a), (b).]

Nature of Indemnity. (a) The Corporation Company shall indemnify any person who was the Indemnified Party if the Indemnified Party is made, or is a party or is threatened to be made made, a party to any threatenedto, pending or completed a participant in, an action, suit investigation or proceedingproceeding (other than one by or in the right of the Company to procure a judgment in its favor), whether civilcivil or criminal (including an action, criminalinvestigation or proceeding (1) by or in the right of any other corporation of any type or kind, administrative domestic or investigativeforeign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which the Indemnified Party served in any capacity at the request of the Company, by reason of the fact that he is the Indemnified Party or the Indemnified Party's testator or intestate, was a director or has agreed to become a director, officer, employee or agent officer of the CorporationCompany, or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent, of another served such other corporation, partnership, joint venture, trust trust, employee benefit plan or other enterpriseenterprise in any capacity or (2) relating to or arising out of the Company's initial public offering of common shares), against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney's fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein; provided, that no indemnification may be made to or on behalf of the Indemnified Party if a judgment or other final adjudication by reason a court of competent jurisdiction adverse to the Indemnified Party establishes that his or her acts were fraudulent, were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that the Indemnified Party personally gained in fact a financial profit or other advantage to which the Indemnified Party was not legally entitled. (b) The termination of any action alleged to have been taken such civil or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an criminal action, suit investigation or proceeding by reason judgment, settlement, conviction or upon a plea of the fact that he is or was or has agreed to become an employee or agent of the Corporationnolo contendere, or is its equivalent, shall not in itself create a presumption that the Indemnified Party did not act, in good faith, for a purpose which the Indemnified Party reasonably believed to be in, or, in the case of service for any other corporation or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, any partnership, joint venture, trust trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to to, the best interests of the Corporation, and, with respect to any criminal action Company or proceeding that the Indemnified Party had no reasonable cause to believe his that the Indemnified Party's conduct was unlawful; except that in . (c) The Company shall also indemnify the case of Indemnified Party if the Indemnified Party is made, or threatened to be made, a party to, or a participant in, an action or suit by or in the right of the Corporation Company to procure a judgment in its favor (1) such indemnification shall be limited to expenses by reason of the fact that the Indemnified Party (including the Indemnified Party's testator or intestate) is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys' , fees) , actually and reasonably necessarily incurred by such person the Indemnified Party in connection with the defense or settlement of such action, or in connection with an appeal therein; provided, that no indemnification may be made to or on behalf of the Indemnified Party if a judgment or other final adjudication by a court of competent jurisdiction adverse to the Indemnified Party establishes that the Indemnified Party's acts were fraudulent, were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or suitthat the Indemnified Party personally gained in fact a financial profit or other advantage to which the Indemnified Party was not legally entitled. Notwithstanding the foregoing, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person the Indemnified Party shall have been adjudged to be liable to the Corporation Company, unless and only to the extent that the Delaware Court of Chancery or the court in which such the action or suit was brought shall determine brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person the Indemnified Party is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses which as the Delaware Court court deems proper. (d) For the purpose of Chancery this Agreement, the Company shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his or such other court shall deem proper. The termination of any action, suit or proceeding by judgment, order, settlement, convictionher duties to the Company also imposes duties on, or upon otherwise involves services by, such person to the plan or participants or beneficiaries of the plan. Excise taxes assessed on a plea person with respect to an employee benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted by a person with respect to an employee benefit plan in the performance of NOLO CONTENDERE or its equivalent, shall not, of itself, create the Indemnified Party's duties for a presumption that the person did not act in good faith and in a manner which he purpose reasonably believed by the Indemnified Party to be in or the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. [Section 145(a), (b)Company.]

Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that the person is or was or has agreed to become a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, manager, trustee or in any other capacity for another corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by or in the right of the Corporation to procure judgment in its favor by reason of the fact that he the person is or was or has agreed to become a director, officer, employee director or agent officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee partner, manager, trustee or agent, of in any other capacity for another corporation, partnership, joint venture, trust limited liability company, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, capacity against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys' ’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suitsuit if such person acted in good faith and in a manner such person reasonably believed to be in and not opposed to the best interest of the Corporation, and (2) except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duties to the Corporation unless and only to the extent that the Delaware Court courts of Chancery the Xxxxxxxx Islands or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court courts of Chancery the Xxxxxxxx Islands or such other court shall deem proper. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that the person 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, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. [Section 145(a), (b).]

Nature of Indemnity. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereinafter be amended (but in the case of such amendment, only to the extent that such amendment provides for broader indemnification rights than permitted prior thereto) any person who was or is a party or is threatened to be made a party to or is otherwise involved in (including as a witness) any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigativeinvestigative (a “Proceeding”), by reason of the fact that he or she is or was or has agreed to become a director, officer, employee director or agent officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent, agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding a Proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' ’ fees), judgments, fines fines, liabilities and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such action, suit or proceeding Proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful; except that in the case of an action or suit a Proceeding by or in the right of the Corporation to procure a judgment in its favor (1a) such indemnification shall be limited to expenses (including attorneys' ’ fees) actually and reasonably incurred by such person in the defense or settlement of such action or suitProceeding and any appeal therefrom, and (2b) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. Notwithstanding the foregoing, but subject to Section 5 of this Article IX, the Corporation shall not be obligated to indemnify a director or officer of the Corporation in respect of a Proceeding (or part thereof) instituted by such director or officer, unless such Proceeding (or part thereof) has been authorized by the Board (other than Proceedings initiated by a director or officer to enforce a right to indemnification or advancement of expenses). The termination of any action, suit or proceeding Proceeding by judgment, order, order settlement, conviction, or upon a plea of NOLO CONTENDERE nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceedingProceeding, had reasonable cause to believe that his or her conduct was unlawful. [Section 145(a), (b).]

Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was or has agreed to become a director, officer, employee director or agent officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director, director or officer, employee or agent, of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' ’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys' ’ fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. Notwithstanding the foregoing, but subject to Section 6.05 of these By-Laws, the Corporation shall not be obligated to indemnify a director or officer of the Corporation in respect of a Proceeding (or part thereof) instituted by such director or officer, unless such Proceeding (or part thereof) has been authorized by the Board of Directors. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. [Section 145(a), (b).]

Nature of Indemnity. The Corporation shall indemnify any Each person who was or is made a party or is or was threatened to be made a party to or is or was otherwise involved (including involvement as a witness) in any threatened, pending or completed action, suit or proceeding, whether Table of Contents civil, criminal, administrative or investigativeinvestigative (hereinafter a “proceeding”), by reason of the fact that he or she (or a person of whom he or she is the legal representative), is or was or has agreed to become a director, officer, employee fiduciary, or agent of the Corporation or, while a director, officer, or fiduciary of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, fiduciary, employee or agent, agent of another corporation, corporation or of a partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, or fiduciary or in any criminal action other capacity while serving as a director, officer, fiduciary, employee, or proceeding had no reasonable cause agent, shall be indemnified and held harmless by the Corporation to believe his conduct was unlawful; except that the fullest extent which it is empowered to do so by the DGCL (but, in the case of an action or suit by or in amendment of the right of DGCL, only to the extent that such amendment permits the Corporation to procure a judgment in its favor (1provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) such indemnification shall be limited to expenses against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) actually and reasonably incurred or suffered by such person in connection with such proceeding and such indemnification shall continue to such person who has ceased to be a director, officer, or fiduciary and shall inure to the defense benefit of his or settlement her heirs, executors and administrators, provided, however, that except as provided in Section 2 of this Article SEVENTH, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized at any time or from time to time by the Board of Directors of the Corporation. The foregoing proviso shall not apply (i) to counterclaims or affirmative defenses asserted by a person seeking indemnification in an action brought against such person or (ii) to any proceeding brought by a person seeking indemnification or payment under any directors’ and officers’ liability insurance covering such person or seeking enforcement of such action or suit, and (2) no person’s rights to indemnification under this Article SEVENTH. The right to indemnification conferred in this Article SEVENTH shall be made in respect a contract right and, subject to Sections 2 and 5 of any claimthis Article SEVENTH, issue or matter as shall include the right to which such person shall have been adjudged to be liable to payment by the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, expenses incurred in defending any such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court proceeding in advance of Chancery or such other court shall deem properits final disposition. The termination Corporation may, by action of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea the Board of NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests Directors of the Corporation, and, provide indemnification to employees and agents of the Corporation with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. [Section 145(a), (b)the same scope and effect as the foregoing indemnification of directors and officers.]

Nature of Indemnity. (a) The Corporation Company shall indemnify any person who was the Indemnified Party if the Indemnified Party is made, or is a party or is threatened to be made made, a party to any threatened, pending an action or completed action, suit proceeding (other than one by or proceedingin the right of the Company to procure a judgment in its favor), whether civilcivil or criminal (including an action by or in the right of any other corporation of any type or kind, criminaldomestic or foreign, administrative or investigativeany partnership, joint venture, trust, employee benefit plan or other enterprise, which the Indemnified Party served in any capacity at the request of the Company, by reason of the fact that he is the Indemnified Party or the Indemnified Party’s testator or intestate, was a director or has agreed to become a director, officer, employee or agent officer of the CorporationCompany, or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent, of another served such other corporation, partnership, joint venture, trust trust, employee benefit plan or other enterpriseenterprise in any capacity), against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney’s fees actually and necessarily incurred as a result of such action or proceeding, or by reason of any action alleged to have been taken or omitted appeal therein, if such Indemnified Party acted in good faith, for a purpose which such capacity, and may indemnify any person who was or is a party or is threatened Indemnified Party reasonably believed to be made a party to such an actionin, suit or, in the case of service for any other corporation or proceeding by reason of the fact that he is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, any partnership, joint venture, trust trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to to, the best interests of the CorporationCompany. (b) The termination of any such civil or criminal action, and, with respect to any criminal action investigation or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that the Indemnified Party did not act, in good faith, for a purpose which the Indemnified Party reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Company or that the Indemnified Party had no reasonable cause to believe his that the Indemnified Party’s conduct was unlawful; except that in . (c) The Company shall also indemnify the case of Indemnified Party if the Indemnified Party is made, or threatened to be made, a party to, or a participant in, an action or suit by or in the right of the Corporation Company to procure a judgment in its favor (1) such indemnification shall be limited to expenses by reason of the fact that the Indemnified Party (including the Indemnified Party’s testator or intestate) is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys' , fees) , actually and reasonably necessarily incurred by such person the Indemnified Party in connection with the defense or settlement of such action action, or suitin connection with an appeal therein, and (2) if such Indemnified Party acted in good faith, for a purpose which such Indemnified Party reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Company. Notwithstanding the foregoing, no indemnification shall be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person the Indemnified Party shall have been adjudged to be liable to the Corporation Company, unless and only to the extent that the Delaware Court of Chancery or the court in which such the action or suit was brought shall determine brought, or, if no action was brought, any court of competent jurisdiction determines upon application that, despite the adjudication of liability but or independent legal counsel concludes in a written opinion that, in view of all the circumstances of circumstances, the case, such person Indemnified Party is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses which as the Delaware Court of Chancery court or such other court counsel deems proper. (d) For the purpose of this Agreement, the Company shall deem proper. The termination be deemed to have requested a person to serve an employee benefit plan where the performance by such person of any action, suit his or proceeding by judgment, order, settlement, convictionher duties to the Company also imposes duties on, or upon otherwise involves services by, such person to the plan or participants or beneficiaries of the plan. Excise taxes assessed on a plea person with respect to an employee benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted by a person with respect to an employee benefit plan in the performance of NOLO CONTENDERE or its equivalent, shall not, of itself, create the Indemnified Party’s duties for a presumption that the person did not act in good faith and in a manner which he purpose reasonably believed by the Indemnified Party to be in or the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. [Section 145(a), (b)Company.]

Nature of Indemnity. The Corporation shall indemnify any Each person who was or is a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigativeinvestigative (hereinafter a “proceeding”), by reason of the fact that he or she (or a person of whom he or she is the legal representative), is or was a director or has agreed to become a director, officer, employee or agent officer of the Corporation, Corporation or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee employee, fiduciary, or agent, agent of another corporation, corporation or of a partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, service with respect to employee benefit plans, whether the basis of such proceeding is an alleged action in an official capacity as a director, officer, employee, fiduciary or agent or in any criminal action other capacity while serving as a director, officer, employee, fiduciary or proceeding had no reasonable cause agent, shall be indemnified and held harmless by the Corporation to believe his conduct was unlawful; except that the fullest extent which it is empowered to do so by the IBCA, as the same exists or may hereafter be amended (but, in the case of an action or suit by or in any such amendment, only to the right of extent that such amendment permits the Corporation to procure a judgment in its favor (1provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) such indemnification shall be limited to expenses against all cost, expense, liability and loss (including attorneys' fees) ’ fees actually and reasonably incurred by such person in connection with such proceeding) and such indemnification shall inure to the defense benefit of his or settlement of such action or suither heirs, executors and administrators; provided, however, that, except as provided in paragraph (2) no indemnification of this Article Seventh, the Corporation shall be made in respect of indemnify any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court seeking indemnification in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, connection with a proceeding initiated by such person is fairly and reasonably entitled to indemnity for only if such expenses which proceeding was authorized by the Delaware Court board of Chancery or such other court shall deem proper. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests directors of the Corporation, . The right to indemnification conferred in this Article Seventh shall be a contract right and, subject to paragraphs (2) and (4) of this Article Seventh, shall include the right to payment by the Corporation of the expenses incurred in defending any such proceeding in advance of its final disposition. The Corporation may, by action of the board of directors, provide indemnification to employees and agents of the Corporation with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. [Section 145(a), (b)the same scope and effect and exclusions as the foregoing indemnification of directors and officers.]

Nature of Indemnity. The Corporation shall indemnify any Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigativeinvestigative (hereinafter a "proceeding"), by reason of the fact that he (or a person of whom he is the legal representative), is or was a director or has agreed to become a director, officer, employee or agent officer of the Corporation, Corporation or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee employee, fiduciary, or agent, agent of another corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by reason the Corporation to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any action alleged such amendment, only to have been taken or omitted in the extent that such capacity, and may indemnify any person who was or is a party or is threatened amendment permits the Corporation to be made a party provide broader indemnification rights than said law permitted the Corporation to provide prior to such an actionamendment) against all expense, suit or proceeding by reason of the fact that he is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses liability and loss (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys' fees) fees actually and reasonably incurred by such person in the defense or settlement of connection with such action or suit, proceeding and (2) no such indemnification shall be made inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in respect Section 2 of this Article Eight, the Corporation shall indemnify any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court seeking indemnification in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, connection with a proceeding initiated by such person is fairly and reasonably entitled to indemnity for only if such expenses which proceeding was authorized by the Delaware Court Board of Chancery or such other court shall deem proper. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests Directors of the Corporation, . The right to indemnification conferred in this Article Eight shall be a contract right and, subject to Sections 2 and 5 of this Article Eight, shall include the right to payment by the Corporation of the expenses incurred in defending any such proceeding in advance of its final disposition. The Corporation may, by action of the Board of Directors, provide indemnification to employees and agents of the Corporation with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. [Section 145(a), (b)the same scope and effect as the foregoing indemnification of directors and officers.]

Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was or has agreed to become a director, officer, employee director or agent officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director, director or officer, employee or agent, of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys' fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. Notwithstanding the foregoing, but subject to Section 6.05 of these By-Laws, the Corporation shall not be obligated to indemnify a director or officer of the Corporation in respect of a Proceeding (or part thereof) instituted by such director or officer, unless such Proceeding (or part thereof) has been authorized by the Board of Directors. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. [Section 145(a), (b).]

Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was or has agreed to become a director, officer, employee director or agent officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director, director or officer, employee or agent, of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys' fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that the person 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, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. [Section 145(a), (b).]of

Nature of Indemnity. The Corporation shall indemnify any Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigativeinvestigative (hereinafter a "proceeding"), by reason of the fact that he (or a person of whom he is the legal representative), is or was a director or has agreed to become a director, officer, employee or agent officer of the Corporation, Corporation or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee employee, fiduciary, or agent, agent of another corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by reason the Corporation to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any action alleged such amendment, only to have been taken or omitted in the extent that such capacity, and may indemnify any person who was or is a party or is threatened amendment permits the Corporation to be made a party provide broader indemnification rights than said law permitted the Corporation to provide prior to such an actionamendment) against all expense, suit or proceeding by reason of the fact that he is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses liability and loss (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys' fees) fees actually and reasonably incurred by such person in the defense or settlement of connection with such action or suit, proceeding) and (2) no such indemnification shall be made inure to the benefit of his heirs, executors and administrators; provided, however, that, except as provided in respect Section 2 of this Article Ninth, the Corporation shall indemnify any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court seeking indemnification in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, connection with a proceeding initiated by such person is fairly and reasonably entitled to indemnity for only if such expenses which proceeding was authorized by the Delaware Court Board of Chancery or such other court shall deem proper. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests Directors of the Corporation, . The right to indemnification conferred in this Article Ninth shall be contract right and, subject to Sections 2 and 5, shall include the right to payment by the Corporation of the expenses incurred in defending any such proceeding in advance of its final disposition. The Corporation may, by action of the Board of Directors, provide indemnification to employees and agents of the Corporation with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. [Section 145(a), (b)the same scope and effect as the foregoing indemnification of directors and officers.]

Nature of Indemnity. The Corporation Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was or has agreed to become a directorDirector, officerOfficer, employee or agent of the CorporationCompany, or is or was serving or has agreed to serve at the request of the Corporation Company as a director, officer, employee or agent, of another corporationcompany, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CorporationCompany, and, with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation Company to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys' fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation Company unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper; provided that any indemnity under this Section 11.4 shall be provided out of and to the extent of Company assets only, and no Member or Director, Officer, employee or agent of the Company shall have any personal liabilities with respect to such indemnity. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE nolo contendere or its equivalent, shall not, of itself, create a presumption that the person 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 CorporationCompany, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. [Section 145(a), (b).]

Nature of Indemnity. The Corporation shall indemnify any person who was or is a party party, or is threatened to be made a party party, to any threatened, pending or completed action, suit or proceedingproceeding (a “Proceeding”), whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was or has agreed to become a director, officer, officer or employee or agent of the Corporation, or while a director, officer or employee of the Corporation is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent, agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding a Proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or while an agent of the Corporation is or was serving or has agreed to serve at the request of the Corporation as an a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' ’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such action, suit or proceeding Proceeding and any appeal therefrom, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding Proceeding, had no reasonable cause to believe his or her conduct was unlawful; except provided that in the case of an action or suit a Proceeding by or in the right of the Corporation to procure a judgment in its favor favor, (1a) such indemnification shall be limited to expenses (including attorneys' ’ fees) actually and reasonably incurred by such person in the defense or settlement of such action or suitProceeding, and (2b) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. Notwithstanding the foregoing, but subject to Section 6.05 of these By-Laws, the Corporation shall not be obligated to indemnify a director, officer or employee of the Corporation in respect of a Proceeding (or part thereof) instituted by such person, unless such Proceeding (or part thereof) has been authorized by the Board of Directors. The termination of any action, suit or proceeding Proceeding by judgment, order, order settlement, conviction, or upon a plea of NOLO CONTENDERE nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceedingProceeding, had reasonable cause to believe that his or her conduct was unlawful. [Section 145(a), (b).]

Nature of Indemnity. The Corporation shall indemnify ------------------- any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was or has agreed to become a director, officer, employee director or agent officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director, director or officer, employee or agent, of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person xxxxxx who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1a) such indemnification shall be limited to expenses (including attorneys' fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (2b) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and or in a manner in which he reasonably believed to be in or not opposed to the best interests of the Corporation, andor, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. [Section 145(a), (b).]