3.  Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Part 4 hereof, HD Faculty™ hereby further agrees to hold harmless and indemnify the Agent:

(a)  against any and all expenses (including attorneys’ fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that the Agent becomes legally obligated to pay because of any claim or claims made against or by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative (including an action by or in the right of HD Faculty™) to which the Agent is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that the Agent is, was or at any time becomes a director, officer, employee or other the Agent of HD Faculty™, or is or was serving or at any time serves at the request of HD Faculty™ as a director, officer, employee or other the Agent of another HD Faculty™, partnership, joint venture, trust, employee benefit plan or other enterprise; and

(b)  otherwise to the fullest extent as may be provided to the Agent by HD Faculty™ under the non-exclusivity provisions of the Act and Part 43 of the Bylaws.

4.  Limitations on Additional Indemnity. No indemnity pursuant to Part 3 hereof shall be paid by HD Faculty™:

(a)  in the event, on account of any claim against the Agent for an accounting of profits made from the purchase or sale by the Agent of securities of HD Faculty pursuant to the provisions of  a Securities Exchange Act or similar provisions of any federal, provincial or local statutory law of the jurisdiction wherein HD Faculty™ is carrying on business or otherwise contemplating;

(b)   on account of the Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted wilful misconduct;
(c)  on account of the Agent’s conduct that is established by a final judgment as constituting a breach of the Agent’s duty of loyalty to HD Faculty™ or resulting in any personal profit or advantage to which the Agent was not legally entitled;

(d)   for which payment is actually made to the Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;

(e)  if indemnification is not lawful (and, in this respect, both HD Faculty™ and the Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or

(f)  in connection with any proceeding (or part thereof) initiated by the Agent, or any proceeding by the Agent against HD Faculty™ or its directors, officers, employees or other the Agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of HD Faculty™ (the “Board”), (iii) such indemnification is provided by HD Faculty™, in its sole discretion, pursuant to the powers vested in HD Faculty™ under the Act, or (iv) the proceeding is initiated pursuant to Part 9 hereof.

5.  Continuation of Indemnity. All agreements and obligations of HD Faculty™ contained herein shall continue during the period the Agent is a director, officer, employee or other the Agent of HD Faculty™ (or is or was serving at the request of HD Faculty™ as a director, officer, employee or other the Agent of another HD Faculty™, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as the Agent shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative, by reason of the fact that the Agent was serving in the capacity referred to herein.