Common use of Indemnification - General Clause in Contracts

Indemnification - General. The Company shall indemnify, and advance Expenses (as hereinafter defined), to Indemnitee as provided in this Agreement and to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other Sections of this Agreement. Section 3.Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, by reason of his Corporate Status (as hereinafter defined) or by reason of anything done or not done by Indemnitee in any such capacity, he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified to the full extent of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified to the full extent of the law against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding 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 Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought or is pending or other court of competent jurisdiction, shall determine. Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. Section 6.

Indemnification - General. The Company Trust shall indemnifyhold harmless and indemnify out of its assets, and advance Expenses to, Indemnitee (a) as hereinafter defined), to Indemnitee as specifically provided in this Agreement and (b) otherwise to the fullest extent permitted by applicable law in effect on the date hereof of this Agreement and to as such greater extent as applicable law may thereafter be amended from time to time permittime; provided, however, that, to the maximum extent permitted by applicable law, no change in applicable law shall have the effect of reducing the benefits available to Indemnitee under this Agreement based on applicable law as in effect on the date of this Agreement. The rights of Indemnitee provided under the preceding sentence in this Section 3 shall include, but shall not be limited to, the all rights set forth in the other Sections sections of this Agreement. Section 3.Proceedings Other Than Proceedings In recognition that the Indemnitee hereunder serves or served as a Trustee of the Trust and acts or acted for the Trust and not a single part or series thereof, to the fullest extent permitted by the Declaration of Trust as in effect on the date hereof, the following Expenses payable by the Trust pursuant to this Agreement shall be treated as general expenses of the Trust and allocated and charged between and among any one or more of the series of the Trust in the Right manner contemplated by the Declaration of Trust as in effect on the date hereof: (i) any Expenses which are not readily identifiable as belonging to any particular series of the Company. Indemnitee shall Trust, and (ii) any Expenses that would otherwise be entitled apportioned to any series of the Trust (whether such series exists at or prior or subsequent to the rights date of indemnification provided in this Section 3 ifAgreement) that has been, by reason or after the date of his Corporate Status (as hereinafter defined) or by reason of anything done or not done by Indemnitee in any such capacity, he this Agreement is, or is threatened to be madeliquidated, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified to the full extent of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified to the full extent of the law against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding 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 Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and but only to the extent that the court in which such Proceeding shall have been brought or is pending reserves, insurance or other court sources of competent jurisdiction, shall determine. Section 5.Indemnification funds for the payment of any such Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matterare unavailable. For purposes of this Section and without limitationAgreement, any Expenses which do not belong exclusively to a particular series of the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, Trust shall be deemed not to be readily identifiable as belonging to any particular series of the Trust. The right of the Indemnitee to indemnification and advancement of Expenses under this Agreement shall not be deemed to limit, supersede or otherwise affect any other similar right under applicable law, the Declaration of Trust, any other agreement, any policy of insurance, or a successful result as vote of shareholders or resolution of the Board of Trustees, and the Indemnitee may, at his or her sole option, seek and obtain indemnification and/or advancement of Expenses by exercising rights pursuant to such claim, issue any of the foregoing or matter. Section 6otherwise and in any order of priority.

Indemnification - General. The Company shall indemnify, and and, subject to Section 26 hereof, advance Expenses (as hereinafter defined)to, to Indemnitee as provided in this Agreement and to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as any amendment to or interpretation of applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other Sections of this Agreement. Section 3.Proceedings Other Than Proceedings by The Company shall purchase and maintain directors’ and officers’ liability insurance with limits of not less than US $5,000,000 million while the Indemnitee is a director, officer or employee of the Company (an “Executive”), which shall include outside director liability coverage for the benefit of the Indemnitee while acting as an Executive. Following the Indemnitee ceasing to be an Executive or serving in a similar capacity of the Right Company, for any reason whatsoever, the Company shall maintain for the benefit of the Indemnitee, and his or her heirs and legal representatives, directors’ and officers’ liability insurance with at least the same insurance coverage and limits as that provided for the benefit of any other past, present and future Executive of the Company. Indemnitee The Company shall be entitled to the rights of indemnification provided in this Section 3 if, by reason of his Corporate Status (as hereinafter defined) or by reason of anything done or not done by Indemnitee in any such capacity, he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right pay for and on behalf of the CompanyIndemnitee any and all deductibles or retentions to which the directors’ and officers’ liability insurance policy makes the Company or the Indemnitee subject. Pursuant to this Section 3The Company shall provide the Indemnitee, Indemnitee shall be indemnified to the full extent where reasonably practicable, with 30 days advance notice of any proposed material change in, cancellation, termination or lapse in coverage of any directors’ and officers’ liability insurance policy of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect Company for the benefit of such expenses, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests Executive of the Company, andand shall provide details of any claim made under such policy. The Company shall purchase any available extended reporting period available under such cancelled or terminated policy and any available run-off policy, with the same insurance coverage and limits as the cancelled or terminated policy, and which shall be for a term of not less than six years, prepaid and non-cancellable. The Company shall promptly notify insurers of any claim and comply with applicable policy terms and conditions with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawfulsuch notification. Section 4. Proceedings by or in In the Right event of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified to the full extent of the law against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding 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 Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be an investigation order made by the Company in such event if a regulatory authority that is confidential and only subject to the extent that the court in which such Proceeding shall have been brought or is pending or other court of competent jurisdiction, shall determine. Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceedingnon-disclosure obligations, the Company shall indemnify Indemnitee against promptly bring such applications as are necessary for an order from the regulatory authority to enable all Expenses actually required notifications and reasonably incurred by him or on his behalf in connection with each successfully resolved provision of information to insurers concerning such claim, issue or matter. For purposes greater certainty, a claim subject to indemnification hereunder shall include any taxes, including any assessment, reassessment, claim or other amount for taxes, charges, duties, levies, imposts or similar amounts, including any interest and penalties in respect thereof, to which the Indemnitee may be subject or which the Indemnitee may suffer or incur as a result of, in respect of, arising out of or referable to any indemnification of the Indemnitee by the Company pursuant to this Section and without limitationAgreement, including the termination payment of insurance premiums or any claimpayment made by an insurer under an insurance policy, issue or matter in if such a Proceeding by dismissal, with or without prejudice, shall be payment is deemed to constitute a taxable benefit or otherwise be a successful result as or become subject to such claim, issue any tax or matter. Section 6levy.

Indemnification - General. The Company shall indemnify, subject to the terms of this Agreement, Indemnitee against all judgments, awards, fines, ERISA excise taxes, penalties, amounts paid in settlement, liabilities and advance losses and shall pay or reimburse all Expenses (as hereinafter defined)incurred by Indemnitee, subject to Indemnitee as provided in the terms of this Agreement and Agreement, to the fullest extent permitted by applicable Delaware law in effect on the date hereof and or as amended to such greater extent increase the scope of permitted indemnification, if Indemnitee is involved in any manner (including, without limitation, as applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth a party or a witness) in the other Sections of this Agreement. Section 3.Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, any Proceeding by reason of his Corporate Status (as hereinafter defined) the fact of Indemnitee’s Position or by reason of anything done or not done by Indemnitee in Positions, including, without limitation, any such capacity, he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified to the full extent of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor, but excluding any Proceeding initiated by Indemnitee other than (i) Proceedings initiated by Indemnitee which are consented to in advance in writing by the Company and (ii) counterclaims made by Indemnitee in a Proceeding which directly respond to and negate the affirmative claim made against Indemnitee in such Proceeding. Pursuant In the event Indemnitee incurs Expenses or settles a Proceeding under circumstances in which the Company would have an obligation to this Sectionindemnify Indemnitee for the Expenses or settlement amount, the Company may discharge its indemnification obligation by making payments on behalf of Indemnitee shall be indemnified directly to the full extent of the law against parties to whom such Expenses actually and reasonably incurred or settlement amounts are owed by him or on his behalf in connection with such Proceeding 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 CompanyIndemnitee. Notwithstanding the foregoing, no indemnification against such the Company will also, to the fullest extent permitted by Delaware law in effect on the date hereof or as amended to increase the scope of permitted indemnification, indemnify, reimburse and pay Indemnitee for Expenses shall be made incurred in respect seeking to enforce, interpret or construe an indemnification, reimbursement or payment right under this Agreement, the Company’s or any subsidiary’s certificate of incorporation or by-laws, any claim, issue or matter in such Proceeding as other agreement to which Indemnitee shall have been adjudged to be liable to and the Company if or any of its subsidiaries are party, any vote of stockholders or directors of the Company or any of its subsidiaries, the DGCL, any other applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought or is pending or other court of competent jurisdiction, shall determine. Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. Section 6liability insurance policy.

Indemnification - General. The Company shall indemnify, subject to the terms of this Agreement, Indemnitee against all judgments, awards, fines, ERISA excise taxes, penalties, amounts paid in settlement, liabilities and advance losses and shall pay or reimburse all Expenses (as hereinafter defined)incurred by Indemnitee, subject to Indemnitee as provided in the terms of this Agreement and Agreement, to the fullest extent permitted by applicable Delaware law if Indemnitee is involved in effect on the date hereof and to such greater extent any manner (including, without limitation, as applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth a party or a witness) in the other Sections of this Agreement. Section 3.Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, any Proceeding by reason of his Corporate Status (as hereinafter defined) the fact of Indemnitee’s Position or by reason of anything done or not done by Indemnitee in Positions, including, without limitation, any such capacity, he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified to the full extent of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor, but excluding any Proceeding initiated by Indemnitee other than (i) Proceedings initiated by Indemnitee which are consented to in advance in writing by the Company and (ii) counterclaims made by Indemnitee in a Proceeding which directly respond to and negate the affirmative claim made against Indemnitee in such Proceeding. Pursuant In the event Indemnitee incurs Expenses or settles a Proceeding under circumstances in which the Company would have an obligation to this Sectionindemnify Indemnitee for the Expenses or settlement amount, the Company may discharge its indemnification obligation by making payments on behalf of Indemnitee shall be indemnified directly to the full extent of the law against parties to whom such Expenses actually and reasonably incurred or settlement amounts are owed by him or on his behalf in connection with such Proceeding 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 CompanyIndemnitee. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought or is pending or other court of competent jurisdiction, shall determine. Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreementwill also, to the fullest extent that permitted by Delaware law and subject to Section 3 below, indemnify, reimburse and pay Indemnitee isfor Expenses incurred in enforcing an indemnification, by reason of his Corporate Status, a party to and is successful, on the merits reimbursement or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of payment right under this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. Section 6Agreement.

Indemnification - General. The Company shall indemnify, subject to the terms of this Agreement, Indemnitee against all judgments, awards, fines, ERISA excise taxes, penalties, amounts paid in settlement, liabilities and advance losses and shall pay or reimburse all Expenses (as hereinafter defined)incurred by Indemnitee, subject to Indemnitee as provided in the terms of this Agreement and Agreement, to the fullest extent permitted by applicable Delaware law in effect on the date hereof and or as amended to such greater extent increase the scope of permitted indemnification, if Indemnitee is involved in any manner (including, without limitation, as applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth a party or a witness) in the other Sections of this Agreement. Section 3.Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, any Proceeding by reason of his Corporate Status (as hereinafter defined) the fact of Indemnitee’s Position or by reason of anything done or not done by Indemnitee in Positions, including, without limitation, any such capacity, he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified to the full extent of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant , but excluding any Proceeding initiated by Indemnitee other than (a) Proceedings initiated by Indemnitee which are consented to this Section, Indemnitee shall be indemnified in advance in writing by the majority vote of the directors of the Company (excluding any directors who are parties to the full extent of the law against Expenses actually and reasonably incurred Proceeding, even though less than a quorum; or if there are no such directors, or if such directors so direct, by him or on his behalf in connection with such Proceeding if he acted in good faith and independent legal counsel in a manner he reasonably believed written opinion) and (b) counterclaims made by Indemnitee in a Proceeding which directly respond to be and negate the affirmative claim made against Indemnitee in such Proceeding. In the event Indemnitee incurs Expenses or not opposed settles a Proceeding under circumstances in which the Company would have an obligation to indemnify Indemnitee for the Expenses or settlement amount, the Company may discharge its indemnification obligation by making payments on behalf of Indemnitee directly to the best interests of the Companyparties to whom such Expenses or settlement amounts are owed by Indemnitee. Notwithstanding the foregoing, no indemnification against such the Company will also, to the fullest extent permitted by Delaware law in effect on the date hereof or as amended to increase the scope of permitted indemnification, indemnify, reimburse and pay Indemnitee for Expenses shall be made incurred in respect seeking to enforce, interpret or construe an indemnification, reimbursement or payment right under this Agreement, the Company’s certificate of incorporation or bylaws or similar organizational documents of any claimAffiliated Entity, issue or matter in such Proceeding as any other agreement to which Indemnitee shall have been adjudged to be liable and the Company or any of its Affiliated Entities are party, any vote of stockholders or directors of the Company or any of its Affiliated Entities, the DGCL or other corporate or entity law governing any Affiliated Entities, any other applicable law relating to the Company if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought Positions or is pending or other court of competent jurisdiction, shall determine. Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. Section 6liability insurance policy.

Indemnification - General. The Company shall indemnify, and and, subject to Section 26 hereof, advance Expenses (as hereinafter defined)to, to Indemnitee as provided in this Agreement and to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as any amendment to or interpretation of applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other Sections of this Agreement. Section 3.Proceedings Other Than Proceedings by The Company shall purchase and maintain directors’ and officers’ liability insurance with limits of not less than US $5,000,000 while the Indemnitee is a director, officer or employee of the Company (an “Executive”), which shall include outside director liability coverage for the benefit of the Indemnitee while acting as an Executive. Following the Indemnitee ceasing to be an Executive or serving in a similar capacity of the Right Company, for any reason whatsoever, the Company shall maintain for the benefit of the Indemnitee, and his or her heirs and legal representatives, directors’ and officers’ liability insurance with at least the same insurance coverage and limits as that provided for the benefit of any other past, present and future Executive of the Company. Indemnitee The Company shall be entitled to the rights of indemnification provided in this Section 3 if, by reason of his Corporate Status (as hereinafter defined) or by reason of anything done or not done by Indemnitee in any such capacity, he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right pay for and on behalf of the CompanyIndemnitee any and all deductibles or retentions to which the directors’ and officers’ liability insurance policy makes the Company or the Indemnitee subject. Pursuant to this Section 3The Company shall provide the Indemnitee, Indemnitee shall be indemnified to the full extent where reasonably practicable, with 30 days advance notice of any proposed material change in, cancellation, termination or lapse in coverage of any directors’ and officers’ liability insurance policy of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect Company for the benefit of such expenses, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests Executive of the Company, andand shall provide details of any claim made under such policy. The Company shall purchase any available extended reporting period available under such cancelled or terminated policy and any available run-off policy, with the same insurance coverage and limits as the cancelled or terminated policy, and which shall be for a term of not less than six years, prepaid and non-cancellable. The Company shall promptly notify insurers of any claim and comply with applicable policy terms and conditions with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawfulsuch notification. Section 4. Proceedings by or in In the Right event of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified to the full extent of the law against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding 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 Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be an investigation order made by the Company in such event if a regulatory authority that is confidential and only subject to the extent that the court in which such Proceeding shall have been brought or is pending or other court of competent jurisdiction, shall determine. Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceedingnon-disclosure obligations, the Company shall indemnify Indemnitee against promptly bring such applications as are necessary for an order from the regulatory authority to enable all Expenses actually required notifications and reasonably incurred by him or on his behalf in connection with each successfully resolved provision of information to insurers concerning such claim, issue or matter. For purposes greater certainty, a claim subject to indemnification hereunder shall include any taxes, including any assessment, reassessment, claim or other amount for taxes, charges, duties, levies, imposts or similar amounts, including any interest and penalties in respect thereof, to which the Indemnitee may be subject or which the Indemnitee may suffer or incur as a result of, in respect of, arising out of or referable to any indemnification of the Indemnitee by the Company pursuant to this Section and without limitationAgreement, including the termination payment of insurance premiums or any claimpayment made by an insurer under an insurance policy, issue or matter in if such a Proceeding by dismissal, with or without prejudice, shall be payment is deemed to constitute a taxable benefit or otherwise be a successful result as or become subject to such claim, issue any tax or matter. Section 6levy.

Indemnification - General. The Company shall indemnifyindemnify Indemnitee against all judgments, awards, fines, penalties, amounts paid in settlement and losses, in each case subject to the terms of this Agreement, and advance shall pay or reimburse all Expenses (as hereinafter defined)incurred by Indemnitee, in each case subject to Indemnitee as provided in the terms of this Agreement and Agreement, to the fullest extent permitted by applicable Delaware law in effect on the date hereof and or as amended to such greater extent as applicable law may thereafter from time to time permit. The rights increase the scope of permitted indemnification, if Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other Sections of this Agreement. Section 3.Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, by reason of his Corporate Status (as hereinafter defined) or by reason of anything done or not done by Indemnitee is involved in any such capacity, he is, or is threatened to be made, manner (including as a party to or a witness) in any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified to the full extent of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to including any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant , but excluding any Proceeding initiated by Indemnitee other than (a) Proceedings initiated by Indemnitee which are consented to this Section, Indemnitee shall be indemnified in advance in writing by the majority vote of the directors of the Company (excluding any directors who are parties to the full extent of the law against Expenses actually and reasonably incurred Proceeding, even though less than a quorum, or if there are no such directors, or if such directors so direct, by him or on his behalf in connection with such Proceeding if he acted in good faith and Independent Legal Counsel in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be written opinion) and (b) counterclaims made by the Company Indemnitee in such event if and only to the extent that the court in a Proceeding which such Proceeding shall have been brought or is pending or other court of competent jurisdiction, shall determine. Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party directly respond to and is successful, on negate the merits or otherwise, in any Proceeding, he shall be indemnified affirmative claim made against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding. In the event Indemnitee incurs Expenses or settles a Proceeding under circumstances in which the Company would have an obligation to indemnify Indemnitee for the Expenses or settlement amount, the Company shall indemnify may discharge its indemnification obligation by making payments on behalf of Indemnitee against all directly to the parties to whom such Expenses actually and reasonably incurred or settlement amounts are owed by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. Section 6Indemnitee.

Indemnification - General. The Company shall indemnifyshall, and advance Expenses (as hereinafter defined), to Indemnitee as provided in this Agreement herein and to the fullest extent extent______________ would be permitted by applicable law Delaware law, as in effect on the date hereof and to such greater extent as applicable law may thereafter from time to time permit. The rights of indemnify Indemnitee provided under against all Expenses, liabilities and losses (including but not limited to judgments and damage awards containing both actual and punitive damages) penalties, fines, arbitration awards, and amounts reasonably paid or to be paid in any settlement suffered or incurred by the preceding sentence shall include, but shall not be limited to, the rights set forth Indemnitee in the other Sections of this Agreement. Section 3.Proceedings Other Than Proceedings by or in the Right of the Companyconnection with any Proceeding. Indemnitee shall receive the benefit of any modification of the Delaware General Corporate Law that expands or broadens Indemnitee's rights to indemnification. The right to indemnification conferred herein shall be entitled a contract right, shall continue in favor of Indemnitee whether or not he ceases to be an officer or director of ____________, and shall inure to the rights of indemnification provided in this Section 3 if, by reason benefit of his Corporate Status (as hereinafter defined) or by reason of anything done or not done by Indemnitee in any such capacityheirs, he is, or is threatened executors and administrators and shall include the right to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified to the full extent of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges promptly paid or payable to have paid on Indemnitee's behalf Expenses incurred in connection with or in respect of such expensesthe prosecution, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he isdefense, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified to the full extent of the law against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding 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 Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect investigation of any claim, issue or matter Proceeding in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company if applicable law prohibits such indemnificationadvance of its final disposition; provided, however, that, if applicable law so permits, indemnification against that the payment of Expenses in advance of the final disposition of a Proceeding shall nevertheless be made only upon delivery to Company of an undertaking, by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought or is pending or other court on behalf of competent jurisdiction, shall determine. Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this AgreementIndemnitee, to the extent repay all amounts so advanced if it shall ultimately be determined that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as entitled to one or more but less than all claims, issues or matters in such Proceedingbe indemnified by Company, the form of such undertaking being attached hereto as Exhibit A and by this reference incorporated herein. Expenses shall be advanced or paid to Indemnitee within ten days after the Company shall indemnify receives a statement from Indemnitee against all requesting advancement or payment of any Expenses actually and reasonably evidencing the Expenses incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. Section 6Indemnitee.

Indemnification - General. The Company shall indemnify, On the terms and advance Expenses (as hereinafter defined), subject to Indemnitee as provided in the conditions of this Agreement and consistent with the Charter, the Company shall, to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may thereafter from time to time permit. The rights of law, (a) indemnify Indemnitee provided under the preceding sentence shall include, but shall not be limited with respect to, the rights set forth and hold Indemnitee harmless from and against, all losses, liabilities, judgments, fines, penalties, costs, amounts paid in the settlement, Expenses (as hereinafter defined) and other Sections of this Agreement. Section 3.Proceedings Other Than Proceedings by amounts that Indemnitee incurs and that result from, arise in connection with or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, are by reason of his Indemnitee's Corporate Status (as hereinafter defined); and (b) advance Expenses to Indemnitee. Without limiting the generality of the foregoing, the Company shall not indemnify Indemnitee for any loss or liability incurred by reason of anything done an act or not done by Indemnitee in any such capacity, he is, omission performed or is threatened omitted to be madeperformed on behalf of the Company unless Indemnitee determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company. The Company shall not indemnify Indemnitee for any loss or liability that was the result of the [gross negligence or willful misconduct by Indemnitee] [negligence or misconduct by the Indemnitee]. The Company shall not indemnify Indemnitee if it is established that: (a) the act or omission of Indemnitee was material to the loss or liability and was committed in bad faith or was the result of active and deliberate dishonesty; (b) Indemnitee actually received an improper personal benefit in money, property or services; (c) in the case of any criminal proceeding, Indemnitee had reasonable cause to believe that the act or omission was unlawful; (d) in a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified to the full extent of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and is adjudged in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified to the full extent of the law against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding 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 Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged final non-appealable judicial determination to be liable to the Company if applicable Company; or (e) the loss, liability or expense arose from or out of an alleged violation of federal or state securities laws by Indemnitee unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged material securities law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only violations as to the extent that the court in which Indemnitee; (ii) such Proceeding shall claims have been brought or is pending or other dismissed with prejudice on the merits by a court of competent jurisdictionjurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities were offered or sold as to indemnification for violations of securities laws. The obligations of the Company under this Agreement (a) shall determine. Section 5.Indemnification for Expenses continue after such time as Indemnitee ceases to serve as a director of a Party Who is Wholly the Company or Partly Successful. Notwithstanding in any other provision Corporate Status, and (b) include, without limitation, claims for monetary damages against Indemnitee in respect of this Agreementany actual or alleged liability or other loss of Indemnitee, to the fullest extent that Indemnitee ispermitted under applicable law (including, by reason if applicable, Section 2-418 of his Corporate Status, a party to and is successful, the Maryland General Corporation Law) as in existence on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually date hereof and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on as amended from time to time and the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. Section 6Charter.

Indemnification - General. The Company shall indemnify, and and, subject to Section 26 hereof, advance Expenses (as hereinafter defined)to, to Indemnitee as provided in this Agreement and to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as any amendment to or interpretation of applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other Sections of this Agreement. Section 3.Proceedings Other Than Proceedings by The Company shall purchase and maintain directors’ and officers’ liability insurance with limits of not less than US $5,000,000 million while the Indemnitee is a director, officer or employee of the Company (an “Executive”), which shall include outside director liability coverage for the benefit of the Indemnitee while acting as an Executive. Following the Indemnitee ceasing to be an Executive or serving in a similar capacity of the Right Company, for any reason whatsoever, the Company shall maintain for the benefit of the Indemnitee, and his or her heirs and legal representatives, directors' and officers' liability insurance with at least the same insurance coverage and limits as that provided for the benefit of any other past, present and future Executive of the Company. Indemnitee The Company shall be entitled to the rights of indemnification provided in this Section 3 if, by reason of his Corporate Status (as hereinafter defined) or by reason of anything done or not done by Indemnitee in any such capacity, he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right pay for and on behalf of the CompanyIndemnitee any and all deductibles or retentions to which the directors' and officers' liability insurance policy makes the Company or the Indemnitee subject. Pursuant to this Section 3The Company shall provide the Indemnitee, Indemnitee shall be indemnified to the full extent where reasonably practicable, with 30 days advance notice of any proposed material change in, cancellation, termination or lapse in coverage of any directors' and officers' liability insurance policy of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect Company for the benefit of such expenses, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests Executive of the Company, andand shall provide details of any claim made under such policy. The Company shall purchase any available extended reporting period available under such cancelled or terminated policy and any available run-off policy, with the same insurance coverage and limits as the cancelled or terminated policy, and which shall be for a term of not less than six years, prepaid and non-cancellable. The Company shall promptly notify insurers of any claim and comply with applicable policy terms and conditions with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawfulsuch notification. Section 4. Proceedings by or in In the Right event of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified to the full extent of the law against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding 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 Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be an investigation order made by the Company in such event if a regulatory authority that is confidential and only subject to the extent that the court in which such Proceeding shall have been brought or is pending or other court of competent jurisdiction, shall determine. Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceedingnon-disclosure obligations, the Company shall indemnify Indemnitee against promptly bring such applications as are necessary for an order from the regulatory authority to enable all Expenses actually required notifications and reasonably incurred by him or on his behalf in connection with each successfully resolved provision of information to insurers concerning such claim, issue or matter. For purposes greater certainty, a claim subject to indemnification hereunder shall include any taxes, including any assessment, reassessment, claim or other amount for taxes, charges, duties, levies, imposts or similar amounts, including any interest and penalties in respect thereof, to which the Indemnitee may be subject or which the Indemnitee may suffer or incur as a result of, in respect of, arising out of or referable to any indemnification of the Indemnitee by the Company pursuant to this Section and without limitationAgreement, including the termination payment of insurance premiums or any claimpayment made by an insurer under an insurance policy, issue or matter in if such a Proceeding by dismissal, with or without prejudice, shall be payment is deemed to constitute a taxable benefit or otherwise be a successful result as or become subject to such claim, issue any tax or matter. Section 6levy.

Indemnification - General. The Company shall indemnify, and advance Expenses (as hereinafter defined), ) to Indemnitee as provided in this Agreement and to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other Sections of this Agreement. Section 3.Proceedings The indemnification provide under this Agreement is in addition to and not in lieu of any other indemnification provided to Indemnitee by any other agreement or by operation of law. SECTION 3. Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, by reason of his or her Corporate Status (as hereinafter defined) or by reason of anything done or not done by Indemnitee in any such capacity), he or she is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified to the full extent of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or her or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, 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 Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful. Section SECTION 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason reasons of his or her Corporate Status, he or she is, or is threatened threated to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified to the full extent of the law against Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with such Proceeding if he 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 Company. Notwithstanding the foregoing, no indemnification against such Expenses expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company if applicable law prohibits such indemnification; provided, however, that, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court Court in which such Proceeding shall have been brought or is pending or other court of competent jurisdictionpending, shall determine. Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. Section 6SECTION 5.

Indemnification - General. The Company shall indemnifyOn the terms and subject to the conditions of this Agreement, and advance Expenses if in connection with or by reason of Indemnitee’s Corporate Status (as hereinafter defined), to Indemnitee as provided in this Agreement and to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall includewas, but shall not be limited to, the rights set forth in the other Sections of this Agreement. Section 3.Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, by reason of his Corporate Status (as hereinafter defined) or by reason of anything done or not done by Indemnitee in any such capacity, he is, or is threatened to be made, a party to or a participant in any threatened, pending, or completed Proceeding (as hereinafter defined), ) (a) other than a Proceeding by or in the right of the Company. Pursuant Company to this Section 3procure a judgment in its favor, Indemnitee shall be indemnified the Company shall, to the full fullest extent of the law against Expensespermitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all Expenses (as hereinafter defined), losses, liabilities, judgments, fines, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenseslosses, liabilities, judgments, fines, penalties or penalties, and amounts paid in settlement) actually ), and reasonably incurred by him or on his behalf other amounts that Indemnitee incurs and that result from, arise in connection with or are by reason of such Proceeding or any claim, issue or matter therein, if he acted in good faith therein and in a manner he reasonably believed shall advance Expenses to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought Indemnitee; and (b) by or in the right of the Company to procure a judgment in its the Company’s favor. Pursuant to this Section, Indemnitee shall be indemnified the Company shall, to the full fullest extent of the law against permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all Expenses actually and reasonably incurred by him Indemnitee or on his behalf of Indemnitee in connection with such Proceeding 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 Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as therein and shall advance Expenses to which Indemnitee shall have been adjudged to be liable to Indemnitee. The obligations of the Company if applicable law prohibits under this Agreement (i) shall continue after such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by time as Indemnitee ceases to serve as a director or an officer of the Company or in such event if any other Corporate Status, and only to the extent that the court (ii) include, without limitation, claims for monetary damages against Indemnitee in which such Proceeding shall have been brought respect of any actual or is pending alleged liability or other court loss of competent jurisdiction, shall determine. Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this AgreementIndemnitee, to the fullest extent that Indemnitee ispermitted under applicable law (including, by reason if applicable, Section 145 of his Corporate Status, a party to and is successful, the Delaware General Corporation Law) as in existence on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually date hereof and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as amended from time to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. Section 6time.

Indemnification - General. The Company shall indemnify, and advance Expenses (a) Except as hereinafter defined), to Indemnitee as provided in this Agreement and to the fullest extent permitted by applicable law expressly provided in effect on the date hereof and to such greater extent as applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other Sections Section 1(b) of this Agreement. Section 3.Proceedings Other Than Proceedings by or in , the Right of Company shall indemnify the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, by reason of his Corporate Status (as hereinafter defined) or by reason of anything done or not done by Indemnitee in any such capacity, he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified to the full extent of the law against all Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expensesExpenses, judgments, finespenalties, penalties or fines and amounts paid in settlement) actually and reasonably incurred by him the Indemnitee or on his the Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in the Indemnitee is a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, party or is threatened to be made, made a party to any threatened, pending or completed Proceeding action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact that the Indemnitee is or was a director, officer, employee, agent, partner or fiduciary of the Company or is or was serving at the request of the Company as a director, officer, employee, agent, partner or fiduciary of any other entity or by reason of anything done or not done by the Indemnitee in any such capacity; provided, however, that if such action, suit or proceeding is or was brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified to the full extent of the law against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding 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 Company. Notwithstanding the foregoing, no such indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which applicable law expressly prohibits such indemnification by reason of an adjudication of liability of the Indemnitee shall have been adjudged to be liable to the Company if applicable law prohibits such indemnification; providedCompany, howeverunless, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that that, the Court of Chancery of the State of Delaware or the court in which such Proceeding action or suit was brought shall have been brought or determine upon application that, despite such adjudication of liability but in view of all the circumstances of the case, the Indemnitee is pending or fairly and reasonably entitled to indemnification for such expenses and costs as such court shall deem proper. The rights of the Indemnitee provided under the preceding provisions of this Section 1(a) and the rights set forth in the other court of competent jurisdiction, shall determine. Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision Sections of this Agreement, to the extent that Indemnitee isshall not be deemed a substitute for, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceedingway diminish or abrogate any of the rights of the Indemnitee under the Certificate of Incorporation, he the DGCL or any other contract or agreement between the Company and the Indemnitee. Any amounts for which the Indemnitee is entitled to indemnification hereunder shall be indemnified against all Expenses actually and reasonably incurred paid within 30 days after receipt by him the Company of the Indemnitee’s written request for indemnification an (“Indemnification Request”) accompanied by reasonable evidence of the incurrence of the requested amounts by or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on of the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. Section 6Indemnitee.

Indemnification - General. The Company Trust shall indemnifyhold harmless and indemnify out of its assets, and advance Expenses to, Indemnitee (a) as hereinafter defined), to Indemnitee as specifically provided in this Agreement and (b) otherwise to the fullest extent permitted by applicable law in effect on the date hereof of this Agreement and to as such greater extent as applicable law may thereafter be amended from time to time permittime; provided, however, that, to the fullest extent permitted by applicable law, no change in applicable law shall have the effect of reducing the benefits available to Indemnitee under this Agreement based on applicable law as in effect on the date of this Agreement. The rights of Indemnitee provided under the preceding sentence in this Section 3 shall include, but shall not be limited to, the all rights set forth in the other Sections sections of this Agreement. Section 3.Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the The rights of indemnification and advancement provided by this Agreement shall not be limited by any standards or restrictions set forth in the Declaration of Trust, including, without limitation, any prohibition therein on indemnifying for negligence. In recognition that the Indemnitee hereunder serves or served as a Trustee of the Trust and acts or acted for the Trust and not a single part or series thereof, to the fullest extent permitted by the Declaration of Trust as in effect on the date hereof, the following Expenses payable by the Trust pursuant to this Section 3 ifAgreement shall be treated as general expenses of the Trust and allocated and charged between and among any one or more of the series of the Trust in the manner contemplated by the Declaration of Trust as in effect on the date hereof: (i) any Expenses which are not readily identifiable as belonging to any particular series of the Trust, by reason and (ii) any Expenses that would otherwise be apportioned to any series of his Corporate Status the Trust (as hereinafter definedwhether such series exists at or prior or subsequent to the date of this Agreement) that has been, or by reason after the date of anything done or not done by Indemnitee in any such capacity, he this Agreement is, or is threatened to be madeliquidated, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified to the full extent of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified to the full extent of the law against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding 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 Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and but only to the extent that the court in which such Proceeding shall have been brought or is pending reserves, insurance or other court sources of competent jurisdiction, shall determine. Section 5.Indemnification funds for the payment of any such Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matterare unavailable. For purposes of this Section and without limitationAgreement, any Expenses which do not belong exclusively to a particular series of the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, Trust shall be deemed not to be readily identifiable as belonging to any particular series of the Trust. The right of the Indemnitee to indemnification and advancement of Expenses under this Agreement shall not be deemed to limit, supersede or otherwise affect any other similar right under applicable law, the Declaration of Trust, any other agreement, any policy of insurance, or a successful result as vote of shareholders or resolution of the Board of Trustees, and the Indemnitee may, at his or her sole option, seek and obtain indemnification and/or advancement of Expenses by exercising rights pursuant to such claim, issue any of the foregoing or matter. Section 6otherwise and in any order of priority.

Indemnification - General. The Company shall indemnify, subject to the terms of this Agreement, Indemnitee against all judgments, awards, fines, ERISA excise taxes, penalties, amounts paid in settlement, liabilities and advance losses and shall pay or reimburse all Expenses (as hereinafter defined)incurred by Indemnitee, subject to Indemnitee as provided in the terms of this Agreement and Agreement, to the fullest extent permitted by applicable Delaware law in effect on the date hereof and or as amended to such greater extent increase the scope of permitted indemnification, if Indemnitee is involved in any manner (including, without limitation, as applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth a party or a witness) in the other Sections of this Agreement. Section 3.Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, any Proceeding by reason of his Corporate Status (as hereinafter defined) the fact of Indemnitee's Position or by reason of anything done or not done by Indemnitee in Positions, including, without limitation, any such capacity, he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified to the full extent of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor, but excluding any Proceeding initiated by Indemnitee other than (i) Proceedings initiated by Indemnitee which are consented to in advance in writing by the Company and (ii) counterclaims made by Indemnitee in a Proceeding which directly respond to and negate the affirmative claim made against Indemnitee in such Proceeding. Pursuant In the event Indemnitee incurs Expenses or settles a Proceeding under circumstances in which the Company would have an obligation to this Sectionindemnify Indemnitee for the Expenses or settlement amount, the Company may discharge its indemnification obligation by making payments on behalf of Indemnitee shall be indemnified directly to the full extent of the law against parties to whom such Expenses actually and reasonably incurred or settlement amounts are owed by him or on his behalf in connection with such Proceeding 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 CompanyIndemnitee. Notwithstanding the foregoing, no indemnification against such the Company will also, to the fullest extent permitted by Delaware law in effect on the date hereof or as amended to increase the scope of permitted indemnification, indemnify, reimburse and pay Indemnitee for Expenses shall be made incurred in respect seeking to enforce, interpret or construe an indemnification, reimbursement or payment right under the Company’s or any subsidiary’s certificate of incorporation or bylaws, the Company’s Indemnification Policy, any claim, issue or matter in such Proceeding as other agreement to which Indemnitee shall have been adjudged to be liable to and the Company if or any of its subsidiaries are party, any vote of stockholders or directors of the Company or any of its subsidiaries, the DGCL, any other applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought or is pending or other court of competent jurisdiction, shall determine. Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. Section 6liability insurance policy.

Indemnification - General. The Company shall indemnify, subject to the terms of this Agreement, Indemnitee against all judgments, awards, fines, ERISA excise taxes, penalties, amounts paid in settlement, liabilities and advance losses and shall pay or reimburse all Expenses (as hereinafter defined)incurred by Indemnitee, subject to Indemnitee as provided in the terms of this Agreement and Agreement, to the fullest extent permitted by applicable Delaware law in effect on the date hereof and or as amended to such greater extent increase the scope of permitted indemnification, if Indemnitee is involved in any manner (including, without limitation, as applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth a party or a witness) in the other Sections of this Agreement. Section 3.Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, any Proceeding by reason of his Corporate Status (as hereinafter defined) the fact of Indemnitee's Position or by reason of anything done or not done by Indemnitee in Positions, including, without limitation, any such capacity, he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified to the full extent of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor, but excluding any Proceeding initiated by Indemnitee [or any entity of which Indemnitee is a partner, principal, officer or otherwise holds a controlling interest in;] other than (i) Proceedings initiated by Indemnitee which are consented to in advance in writing by the Company and (ii) counterclaims made by Indemnitee in a Proceeding which directly respond to and negate the affirmative claim made against Indemnitee in such Proceeding. Pursuant In the event Indemnitee incurs Expenses or settles a Proceeding under circumstances in which the Company would have an obligation to this Sectionindemnify Indemnitee for the Expenses or settlement amount, the Company may discharge its indemnification obligation by making payments on behalf of Indemnitee shall be indemnified directly to the full extent of the law against parties to whom such Expenses actually and reasonably incurred or settlement amounts are owed by him or on his behalf in connection with such Proceeding 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 CompanyIndemnitee. Notwithstanding the foregoing, no indemnification against such the Company will also, to the fullest extent permitted by Delaware law in effect on the date hereof or as amended to increase the scope of permitted indemnification, indemnify, reimburse and pay Indemnitee for Expenses shall be made incurred in respect seeking to enforce, interpret or construe an indemnification, reimbursement or payment right under the Company’s or any subsidiary’s certificate of incorporation or bylaws, the Company’s Indemnification Policy, any claim, issue or matter in such Proceeding as other agreement to which Indemnitee shall have been adjudged to be liable to and the Company if or any of its subsidiaries are party, any vote of stockholders or directors of the Company or any of its subsidiaries, the DGCL, any other applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought or is pending or other court of competent jurisdiction, shall determine. Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. Section 6liability insurance policy.

Indemnification - General. The Company City shall defend, indemnify, and advance Expenses hold harmless SEARHC and its directors, officers, employees (as hereinafter defined), but solely to Indemnitee as provided the extent acting within the scope of their employment or engagement by SEARHC in connection with the negotiation of this Agreement and to the fullest extent permitted consummation of the transactions contemplated hereunder), and Affiliates (the “SEARHC Indemnified Parties”) from and against any and all Losses suffered or incurred by applicable law in effect on them after the date hereof as a result of or arising out of: any breach or inaccuracy of any representation or warranty of the City contained in Article 2 or in any of the City’s Closing Documents; any breach or non-performance by the City of any covenant of the City; and any Liability or Claim relating to such greater the (A) Excluded Liabilities or (B) the ownership or operation of the Business or the Acquired Assets prior to the Effective Time except to the extent as applicable law may thereafter from time specifically constituting Assumed Liabilities. Subject to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other Sections provisions of this Agreement. Section 3.Proceedings Other Than Proceedings by or in Article 8, SEARHC shall defend, indemnify and hold harmless the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 ifCity, by reason of his Corporate Status its officers, elected and unelected officials, employees (as hereinafter defined) or by reason of anything done or not done by Indemnitee in any such capacity, he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified to the full extent of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified to the full extent of the law against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding 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 Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only but solely to the extent that any such person acted within the court scope of his or her employment by the City or engagement by the City in which such Proceeding shall have been brought or is pending or other court of competent jurisdiction, shall determine. Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision connection with the negotiation of this AgreementAgreement and the consummation of the transactions contemplated hereunder) (the “City Indemnified Parties”), from and against any and all Losses suffered or incurred by them after the date hereof as a result of or arising out of: any breach or inaccuracy of any representation or warranty of SEARHC contained in Article 3 or in any of SEARHC’s Closing Documents; and any Liability or Claim relating to (A) the Assumed Liabilities or (B) the ownership or operation of the Business or the Acquired Assets from and after the Effective Time except to the extent that Indemnitee isspecifically constituting Excluded Liabilities. All Losses for which the SEARHC Indemnified Parties are entitled to seek indemnification under this Agreement are referred to herein as “SEARHC Indemnifiable Losses.” All Losses for which the City Indemnified Parties are entitled to seek indemnification under this Agreement are referred to herein as “City Indemnifiable Losses.” Indemnification for SEARHC Indemnifiable Losses will be first satisfied by SEARHC from the City Funded Escrow Account and then from the Purchase Price Escrow Account, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. Section 6if available.