2.61(1)The Holding Corporation may indemnify a director or officer of the Holding Corporation or of a subsidiary of the Holding Corporation against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Holding Corporation or the subsidiary.

2.61(2)The Holding Corporation may advance money to an individual referred to in subsection (1) for the costs, charges and expenses of a proceeding referred to in that subsection, and the individual shall repay the money if it is determined by a court or other competent authority that the individual does not fulfil the conditions of subsection (3).

2.61(3)The Holding Corporation may not indemnify an individual under subsection (1) unless

2.61(4)Despite subsection (1), an individual referred to in that subsection is entitled to indemnity from the Holding Corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the Holding Corporation or a subsidiary of the Holding Corporation, if the individual seeking indemnity

2.61(5)The Holding Corporation may purchase and maintain insurance for the benefit of an individual referred to in subsection (1) against any liability incurred by the individual as a director or officer of the Holding Corporation or of a subsidiary of the Holding Corporation.