Section 1. Liability of Trustees to USNH. USNH shall defend, indemnify and hold harmless each Trustee against personal liability to USNH for monetary damages for breach of fiduciary duty as a Trustee, except with respect to: (i) any breach of the Trustee's duty of loyalty to USNH; (ii) acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of the law; or (iii) any transaction from which the Trustee derived any improper personal benefit.
Section 2. Third Party Actions. USNH, to the extent permitted by law, shall defend, indemnify, and hold harmless each Trustee who was or is a party to a proceeding or threatened to be named a defendant in a proceeding, whether civil, criminal or administrative or investigative, because such Trustee acted on behalf of USNH, against liability for a final judgment, settlement, penalty, fine, and reasonable expenses incurred with respect to the proceeding; if: (i) the Trustee conducted himself/herself in good faith; and (ii) the Trustee reasonably believed his or her conduct was neither a violation of the law nor opposed to the best interest of USNH. USNH may not defend, indemnify or hold harmless a Trustee in connection with any proceeding charging improper personal benefit to such person, whether or not involving an action on behalf of USNH, in which such person is adjudged liable on the basis that personal benefit was improperly received by him or her.