Common use of Adjudication Clause in Contracts

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.1; (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company of the request for that indemnification; or (iv) payment of indemnification is not made within 10 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.4, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 6.1 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Section 6.1, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment or other final adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company for such Expenses.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 5.02 or 5.3 5.03 hereof that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.14.01 of this Agreement; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Company of Court, or (b) within 90 days after objections to his selection have been overruled by the request Court or (c) within 90 days after the time for that indemnificationthe Corporation or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been Syntroleum Amended and Restated Indemnification Agreement -------------------------------------------------------------------------------- CONFIDENTIAL made pursuant to Section 5.25.02, 5.3 5.03 or 5.45.04 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of DelawareCourt, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 6.01 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.16.01, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.16.01, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 6.01 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company Corporation is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.16.01, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 5.02 or 5.3 5.03 hereof that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.14.01 of this Agreement; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Company of Court, or (b) within 90 days after objections to his selection have been overruled by the request Court or (c) within 90 days after the time for that indemnificationthe Corporation or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.25.02, 5.3 5.03 or 5.45.04 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of DelawareCourt, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 6.01 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.16.01, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.16.01, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 6.01 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company Corporation is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.16.01, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 or Section 5.3 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.14.1 of this Agreement; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Company of Court, or (b) within 90 days after objections to his selection have been overruled by the request Court or (c) within 90 days after the time for that indemnificationthe Corporation or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, Section 5.3 or 5.4Section 5.4 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, Court of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.1, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound obligated by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company Corporation is bound obligated by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 14.6 or 5.3 14.7 hereof that an Indemnitee is not entitled to indemnification under this AgreementArticle 14; (ii) advancement of Expenses is not timely made pursuant to Section 4.114.3 hereof; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Court, (b) within 90 days after objections to his selection have been overruled by the Court or (c) within 90 days after the time for the Company of or the request for that indemnificationIndemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.214.6, 5.3 14.7 or 5.414.8 hereof, the Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that an Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 14.10 shall be conducted in all respects as a de novo trial on the merits and the Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.114.10, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.114.10, or otherwise, unless the Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 14.10 that the procedures and presumptions of this Agreement Article 14 are not valid, binding and enforceable, enforceable and shall stipulate in any such proceeding that the Company is bound by all provisions of this AgreementArticle 14. In the event that an Indemnitee, pursuant to this Section 6.114.10, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this AgreementArticle 14, (i) the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under that the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by the Company for Indemnitee in connection with such Expensesjudicial adjudication or arbitration shall be appropriately prorated.

Adjudication. 40.5.1 In this clause, time periods stated in days exclude Christmas Day, Good Friday and bank holidays in England. 40.5.2 Either Party has the event that right to refer a Dispute to the Adjudicator at any time by way of a Notice of Adjudication. 40.5.3 The Adjudicator shall act impartially and decides the Dispute as an independent adjudicator and not as an arbitrator. 40.5.4 The Parties may choose an adjudicator (ior replacement adjudicator, as necessary) jointly or a determination is made pursuant Party may ask the Adjudicator Nominating Body to Section 5.2 choose an adjudicator. Such joint appointment or 5.3 that Indemnitee is not entitled referral to indemnification under this Agreement; the Adjudicator Nominating Body shall take place immediately upon the serving of a Notice of Adjudication, or immediately following the position of Adjudicator falling vacant. 40.5.5 The Adjudicator Nominating Body shall choose an adjudicator within four (ii4) advancement of Expenses is not timely made pursuant to Section 4.1; (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company of the request for that indemnification; or (iv) payment of indemnification is not made within 10 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.4, Indemnitee request. The chosen adjudicator shall be entitled to an adjudication in an appropriate court of become the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination “Adjudicator”. 40.5.6 A replacement Adjudicator shall have the power to decide a Dispute referred to his predecessor but not decided at the time when his predecessor resigned or became unable to act. The Adjudicator shall deal with an undecided Dispute as if it had been made that Indemnitee is not entitled referred to indemnification, any judicial proceeding commenced pursuant to this Section 6.1 shall be conducted in all respects as a de novo trial him on the merits date he was appointed. 40.5.7 The Adjudicator, his employees and Indemnitee agents shall not be prejudiced by reason liable to the Parties for any action or failure to take action in an adjudication unless the action or failure to take action was in bad faith. 40.5.8 Before a Party refers a Dispute to the Adjudicator, that Party shall give a Notice of that adverse determination. In any judicial proceeding commenced pursuant Adjudication to this Section 6.1the other Party with a brief description of the Dispute, including the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company is bound by all provisions of this Framework Agreement that are relevant to the Dispute, the relief sought, the basis for claiming the relief sought and the decision that the Party wishes the Adjudicator to make. Following the appointment of the Adjudicator, the Party issuing the Notice of Adjudication shall immediately send a copy of the Notice of Adjudication to the Adjudicator. Within three (3) days of the receipt of the Notice of Adjudication, the Adjudicator shall notify the Parties: 40.5.8.1 that he is able to decide the Dispute in accordance with this Framework Agreement. In ; or 40.5.8.2 that he is unable to decide the event Dispute and has resigned. 40.5.9 If the Adjudicator does not so notify within three (3) days of the issue of the Notice of Adjudication, either Party may act as if he has resigned. 40.5.10 Within seven (7) days of a Party giving a Notice of Adjudication that IndemniteeParty shall: 40.5.10.1 refer the Dispute to the Adjudicator; 40.5.10.2 provide the Adjudicator with the information on which that Party relies, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from including the Company, factual and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment contractual or other final adjudication under basis of the provisions claim, the amount (if any) claimed and any supporting documents, and 40.5.10.3 provide a copy of any applicable law (as the information and supporting documents that Party has provided to which all rights the Adjudicator to the other Party. 40.5.11 Upon receipt of appeal therefrom have been exhausted or lapsed) the referral notice, the Adjudicator shall inform every Party to the Dispute of the date that Indemnitee is not entitled to be indemnified by the Company for such Expenses.it was received. Within fourteen

Adjudication. In the event that (i) a determination is made pursuant to Article V, Section 5.2 6 (Determination of Entitlement; No Change of Control) or 5.3 Section 7 (Determination of Entitlement; Change of Control) that Indemnitee is not entitled to indemnification under this AgreementArticle V; (ii) advancement of Expenses is not timely made pursuant to Article V, Section 4.13 (Advances); (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does has not make that determination within 90 days after receipt by the Company of made and delivered a written opinion determining the request for that indemnificationindemnification (a) within ninety days after being appointed by the Court, (b) within ninety days after objections to his selection have been overruled by the Court or (c) within ninety days after the time for the Company or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Article V, Section 5.26 (Determination of Entitlement; No Change of Control), 5.3 Section 7 (Determination of Entitlement; Change of Control) or 5.4Section 8 (Procedures of Independent Counsel), Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 10 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.110, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.110, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 10 that the procedures and presumptions of this Agreement Article V are not valid, binding and enforceable, enforceable and shall stipulate in any such proceeding that the Company is bound by all provisions of this Agreement. Article V. In the event that Indemnitee, pursuant to this Section 6.110, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this AgreementArticle V, (i) Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 1.4 or 5.3 1.5 hereof that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.11.2 hereof; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Court, (b) within 90 days after objections to his selection have been overruled by the Court or (c) within 90 days after the time for the Company of the request for that indemnificationor Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or is deemed to have been made pursuant to Section 5.21.4, 5.3 1.5 or 5.41.6 hereof, Indemnitee shall be entitled to an adjudication in an appropriate court of by the State of Delaware, or in any other court of competent jurisdiction, Court of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 1.8 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.11.8, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or is deemed to have been made that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.11.8, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 1.8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company is bound by all provisions of this Agreement. In the event that If Indemnitee, pursuant to this Section 6.11.8, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) and if he prevails therein, then Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, then the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesprorated.

Adjudication. (a) In the event that of any dispute between Indemnitee and the Company hereunder as to entitlement to indemnification or advancement of Expenses (including where (i) a determination is made pursuant to Section 5.2 or 5.3 5.02(a) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement; , (ii) advancement of Expenses is not timely made pursuant to Section 4.1; 4.01 of this Agreement, (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company of the request for that indemnification; or (iv) payment of indemnification pursuant to Section 3.01 of this Agreement is not made within 10 ten (10) days after a determination of has been made that Indemnitee is entitled to indemnification, (iv) no determination as to entitlement to indemnification has been is timely made or pursuant to Section 5.02 of this Agreement and no payment of indemnification is made within ten (10) days after entitlement is deemed to have been made determined pursuant to Section 5.25.03(b) or (v) a contribution payment is not made in a timely manner pursuant to Section 8.04 of this Agreement), 5.3 or 5.4, then Indemnitee shall be entitled to an adjudication in an appropriate court by the competent courts of the State District of Delawarethe city of Luxembourg, or in any other court Grand Duchy of competent jurisdiction, Luxembourg of his or her entitlement to such indemnification indemnification, contribution or advancement of Expenses. advancement. (b) In the event that a determination shall have been made pursuant to Section 5.02(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 6.1 6.01(a) shall be conducted in all respects as a de novo trial on the merits merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Section 6.1, 6.01(a) the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 5.02(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding pursuant to this Section 6.01(a), Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 4.02 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). (c) If a determination shall have been made or deemed pursuant to have been made Section 5.02(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.16.01(a), absent (i) a misstatement by Indemnitee of a material fact, or otherwise. an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 6.01(a) that the procedures and presumptions of this Agreement are not valid, binding and enforceable, enforceable and shall stipulate in any such proceeding court that the Company is bound by all the provisions of this Agreement. In . (e) The Company shall indemnify Indemnitee to the event that fullest extent permitted by law against all Expenses and, if requested by Indemnitee, pursuant shall (within ten (10) days after the Company’s receipt of such written request) advance such Expenses to this Section 6.1Indemnitee, seeks a which are reasonably incurred by Indemnitee in connection with any judicial adjudication to enforce his rights under, or to recover damages proceeding brought by Indemnitee for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the Company, and shall be indemnified indemnification or advances of Expenses by the Company against(or otherwise for the enforcement, interpretation or defense of his or her rights) under this Agreement or any and all Expenses actually and reasonably incurred other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s articles of association now or hereafter in effect or (ii) recovery or advances under any D&O Liability Insurance (as hereinafter defined) maintained by him in such judicial adjudicationthe Company, regardless of whether he prevails therein, and (ii) any determination made pursuant Indemnitee ultimately is determined to Section 5.2 or 5.3 that Indemnitee is not be entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse such indemnification, contribution, advancement or insurance recovery, as the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment or other final adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company for such Expensescase may be.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.1; (iii) Independent Counsel is to determine Indemnitee’s 's entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company of the request for that indemnification; or (iv) payment of indemnification is not made within 10 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.4, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his Indemnitee's entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 6.1 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Section 6.1, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his Indemnitee's rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him Indemnitee in such judicial adjudication, regardless of whether he Indemnitee prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment or other final adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company for such Expenses.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 or 5.3 hereof that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.14.1 of this Agreement; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Company of Court, or (b) within 90 days after objections to his selection have been overruled by the request Court or (c) within 90 days after the time for that indemnificationthe Corporation or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.45.4 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.1, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company Corporation is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. (a) In the event that of any dispute between Indemnitee and the Company hereunder as to entitlement to indemnification or advancement of Expenses (iincluding where(i) a determination is made pursuant to Section 5.2 or 5.3 ‎Section 5.02 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement; , (ii) advancement of Expenses is not timely made pursuant to Section 4.1; ‎Section 4.01 of this Agreement, (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company of the request for that indemnification; or (iv) payment of indemnification pursuant to ‎Section 3.01 of this Agreement is not made within 10 ten (10) days after a determination of has been made that Indemnitee is entitled to indemnification, (iv) no determination as to entitlement to indemnification has been is timely made or pursuant to Section 5.02 of this Agreement and no payment of indemnification is made within twenty (20) days after entitlement is deemed to have been made determined pursuant to Section 5.25.03(b)) or (v) a contribution payment is not made in a timely manner pursuant to Section 8.04 of this Agreement, 5.3 or 5.4, then Indemnitee shall be entitled to an adjudication in an appropriate by a court of the State of Delaware, his or in any other court of competent jurisdiction, of his her entitlement to such indemnification indemnification, contribution or advancement of Expenses. advancement. (b) In the event that a determination shall have been made pursuant to ‎Section 5.02(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 6.1 ‎Section 6.01 shall be conducted in all respects as a de novo trial on the merits merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Section 6.1, ‎Section 6.01 the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to ‎Section 5.02(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding pursuant to this ‎Section 6.01, Indemnitee shall not be required to reimburse the Company for any advances pursuant to ‎Section 4.02 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). (c) If a determination shall have been made or deemed pursuant to have been made ‎Section 5.02(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1‎Section 6.01, absent (i) a misstatement by Indemnitee of a material fact, or otherwise. an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 ‎Section 6.01 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, enforceable and shall stipulate in any such proceeding court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. In . (e) The Company shall indemnify Indemnitee to the event that fullest extent permitted by law against all Expenses and, if requested by Indemnitee, pursuant shall (within twenty (20) days after the Company’s receipt of such written request) advance such Expenses to this Section 6.1Indemnitee, seeks a which are reasonably incurred by Indemnitee in connection with any judicial adjudication to enforce his rights under, or to recover damages proceeding brought by Indemnitee for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the Company, and shall be indemnified indemnification or advances of Expenses by the Company against(or otherwise for the enforcement, interpretation or defense of his or her rights) under this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Certificate of Incorporation or By-laws now or hereafter in effect or (ii) recovery or advances under any directors’ and all Expenses actually and reasonably incurred officers’ liability insurance policy maintained by him in such judicial adjudicationthe Company, regardless of whether he prevails therein, and (ii) any determination made pursuant Indemnitee ultimately is determined to Section 5.2 or 5.3 that Indemnitee is not be entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse such indemnification, contribution, advancement or insurance recovery, as the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment or other final adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company for such Expensescase may be.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 or 5.3 hereof that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.14.1 of this Agreement; (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company Corporation of the request for that indemnification; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.45.4 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 6.1 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Section 6.1, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company Corporation is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.1; (iii) Independent Counsel is to determine Indemnitee’s 's entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company of the request for that indemnification; or (iv) payment of indemnification is not made within 10 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.4, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Section 6.1, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment or other final adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company for such Expenses.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 (Determination of Entitlement; No Change of Control) or 5.3 (Determination of Entitlement; Change of Control) hereof that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.14.1 (Advances) of this Agreement; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Company of Court, or (b) within 90 days after objections to his selection have been overruled by the request Court or (c) within 90 days after the time for that indemnificationthe Corporation or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.25.2 (Determination of Entitlement, No Change of Control), 5.3 (Determination of Entitlement; Change of Control) or 5.45.4 (Procedures of Independent Counsel) of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of DelawareNevada, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.1, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company Corporation is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. (a) In the event that of any dispute between Indemnitee and the Company hereunder as to entitlement to indemnification or advancement of Expenses (including where (i) a determination is made pursuant to Section 5.2 or 5.3 ‎Section 5.02 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement; , (ii) advancement of Expenses is not timely made pursuant to Section 4.1; ‎Section 4.01 of this Agreement, (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company of the request for that indemnification; or (iv) payment of indemnification pursuant to ‎Section 3.01 of this Agreement is not made within 10 twenty (20) days after a determination of has been made that Indemnitee is entitled to indemnification, (iv) no determination as to entitlement to indemnification has been is timely made or pursuant to Section 5.02 of this Agreement and no payment of indemnification is made within ten (10) days after entitlement is deemed to have been made determined pursuant to Section 5.25.03(b)) or (v) a contribution payment is not made in a timely manner pursuant to Section 8.04 of this Agreement, 5.3 or 5.4, then Indemnitee shall be entitled to an adjudication in an appropriate by a court of the State of Delaware, his or in any other court of competent jurisdiction, of his her entitlement to such indemnification indemnification, contribution or advancement of Expenses. advancement. (b) In the event that a determination shall have been made pursuant to ‎Section 5.02(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 6.1 ‎Section 6.01 shall be conducted in all respects as a de novo trial on the merits merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Section 6.1, ‎Section 6.01 the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to ‎Section 5.02(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding pursuant to this ‎Section 6.01, Indemnitee shall not be required to reimburse the Company for any advances pursuant to ‎Section 4.02 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). (c) If a determination shall have been made or deemed pursuant to have been made ‎Section 5.02(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1‎Section 6.01, absent (i) a misstatement by Indemnitee of a material fact, or otherwise. an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 ‎Section 6.01 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, enforceable and shall stipulate in any such proceeding court that the Company is bound by all the provisions of this Agreement. In . (e) The Company shall indemnify Indemnitee to the event that fullest extent permitted by law against all Expenses and, if requested by Indemnitee, pursuant shall (within twenty (20) days after the Company’s receipt of such written request) advance such Expenses to this Section 6.1Indemnitee, seeks a which are reasonably incurred by Indemnitee in connection with any judicial adjudication to enforce his rights under, or to recover damages proceeding brought by Indemnitee for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the Company, and shall be indemnified indemnification or advances of Expenses by the Company against(or otherwise for the enforcement, interpretation or defense of his or her rights) under this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Certificate of Incorporation now or hereafter in effect or (ii) recovery or advances under any directors’ and all Expenses actually and reasonably incurred officers’ liability insurance policy maintained by him in such judicial adjudicationthe Company, regardless of whether he prevails therein, and (ii) any determination made pursuant Indemnitee ultimately is determined to Section 5.2 or 5.3 that Indemnitee is not be entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse such indemnification, contribution, advancement or insurance recovery, as the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment or other final adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company for such Expensescase may be.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 6.5 or 5.3 6.6 hereof that Indemnitee is not entitled to indemnification under this AgreementArticle VI; (ii) advancement of Expenses is not timely made pursuant to Section 4.16.3 hereof; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Company of Court, (b) within 90 days after objections to his selection have been overruled by the request Court or (c) within 90 days after the time for that indemnificationthe Corporation or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or is deemed to have been made pursuant to Section 5.26.5, 5.3 6.6 or 5.46.7 hereof, Indemnitee shall be entitled to an adjudication in an appropriate court of by the State of Delaware, or in any other court of competent jurisdiction, Court of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 6.9 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.16.9, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or is deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.16.9, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 6.9 that the procedures and presumptions of this Agreement Article VI are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company is bound by all provisions of this Agreement. In the event that If Indemnitee, pursuant to this Section 6.16.9, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this AgreementArticle VI, (i) and if he prevails therein, then Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, then the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesprorated.

Adjudication. In Either party may at any time (notwithstanding that other dispute resolution procedures are running concurrently) give the other party to the Dispute notice of its intention to refer the Dispute to adjudication (the "Notice of Adjudication"). The party giving the Notice of Adjudication (the "Referring Party") shall by the same means of communication send a copy of the Notice of Adjudication to an adjudicator selected in accordance with paragraph 4.2 below or paragraph 4.11 (Related Adjudicator) below (the "Adjudicator"). The Adjudicator nominated to consider a Dispute referred to him shall be selected on a strictly rotational basis from the relevant panel of adjudicators appointed in accordance with the following: there shall be two (2) panels of adjudicators, one in respect of construction matters (the "Construction Panel") and one in respect of operational and maintenance matters (the "Operational Panel"). All the adjudicators on each panel shall be wholly independent of Project Co, the Authority, the relevant Sub-Contractor and any of the major competitors of Project Co or the relevant Sub-Contractor; the Construction Panel shall be comprised of three (3) adjudicators as identified in paragraph 7 (Panel Members) who shall be selected jointly by Project Co and the Authority. Such selections shall take place within twenty-eight (28) days of the date of this Agreement; the Operational Panel shall be comprised of three (3) adjudicators as identified in paragraph 7 (Panel Members) who shall be selected jointly by Project Co and the Authority. Such selections shall take place on or before the Actual Completion Date; if any member of either panel resigns during the term of the Agreement, a replacement adjudicator shall be appointed by Project Co and the Authority as soon as practicable; if Project Co and the Authority are unable to agree on the identity of the adjudicators to be selected for the panels or any replacement adjudicator, the Chairman (or Vice Chairman) for the time being of the Chartered Institute of Arbitrators Scottish Branch shall appoint such adjudicators(s) within seven (7) days of any application for such appointment by either party; in the event that the first panel member is unable or unwilling to confirm acceptance of his appointment as Adjudicator or where he fails to respond within two (i2) a determination is made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.1; (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company of the request for that indemnification; or (iv) payment of indemnification is not made within 10 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.4, Indemnitee shall be entitled to an adjudication in an appropriate court date of the State Notice of DelawareAdjudication, or then the Referring Party shall invite the person next in any other court of competent jurisdiction, of his entitlement line to such indemnification or advancement of Expensesact as Adjudicator. In the event that a determination the second panel member is unwilling or unable to confirm acceptance of his appointment as Adjudicator within four (4) days of the date of the Notice of Adjudication or if the parties disagree as to the relevant panel of adjudicators to be used, then the Referring Party may apply to the Chairman (or Vice Chairman) for the time being of the Chartered Institute of Arbitrators Scottish Branch who shall have been made that Indemnitee is not entitled within seven (7) days of the Notice of Adjudication, nominate an Adjudicator (who shall also within the same period, confirm acceptance of his appointment as Adjudicator) to indemnification, any judicial proceeding commenced pursuant to this Section 6.1 shall be conducted determine the Dispute described in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason Notice of that adverse determination. In any judicial proceeding commenced pursuant to this Section 6.1, Adjudication; no member of the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee panel shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether accept an appointment to act as Adjudicator unless he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment or other final adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled willing also to be indemnified by appointed as the Company for such Expenses.adjudicator to adjudicate any dispute which:

Adjudication. In Any Party to a Dispute may, if the event that (i) a determination is made pursuant to Section 5.2 or 5.3 that Indemnitee Dispute is not entitled resolved under Clause 33 [Informal Dispute Resolution], by written notice given to indemnification the other Party refer any Dispute between them relating to this Agreement to an Adjudicator as set out in this Clause 35. The notice to refer the Dispute to adjudication shall contain details of at least 2 (two) persons either of whom the referring Party considers have the appropriate qualifications and practical expertise to act as the Adjudicator. The person appointed to consider and adjudicate on a Dispute (the “Adjudicator”) shall be agreed between the Parties. If the Parties cannot agree on the identity of Adjudicator within 4 (four) days of the date of the notice served under this Agreement; Clause 35.1, the Adjudicator shall be appointed within 7 (iiseven) advancement days of Expenses is not timely made pursuant to Section 4.1; (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt the date of notice by the Company Royal Institute of Chartered Surveyors. The Adjudicator shall require the Parties in Dispute to submit in writing their respective arguments and information to support them within 7 (seven) days of the request for that indemnification; or (iv) payment Adjudicator’s appointment. The Parties may impose a duty of indemnification is not made within 10 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.4, Indemnitee shall be entitled to an adjudication confidentiality on the Adjudicator in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement relation to such indemnification or advancement of Expensesinformation as they wish. In The Adjudicator shall, in his/her absolute discretion, consider whether a hearing is necessary in order to resolve the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 6.1 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determinationDispute. In any judicial proceeding commenced pursuant to this Section 6.1event, the Company Adjudicator shall have provide to all Parties (including the burden Party not in Dispute) a written decision on the Dispute, within 28 (twenty-eight) days of proving appointment (or such other period as the Parties in Dispute may agree after the Dispute has been referred to the Adjudicator). The Adjudicator may extend the deadline for provision of the decision to 42 (forty-two) days with the consent of the Parties. The Adjudicator shall give brief written reasons for the decision unless both Parties decide that Indemnitee this is not entitled to indemnification necessary. Unless and until revised, cancelled or advancement of Expenses, as varied by the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnificationcourt, the Company Adjudicator’s decision shall be bound by such determination in binding on the Parties who shall immediately give effect to it. Each Party shall bear its own costs arising out of the reference, including any judicial proceeding commenced pursuant to this Section 6.1, or otherwiselegal costs and the costs and expenses of any witnesses. The Company Adjudicator’s fees and costs of any reference shall be precluded from asserting in any judicial proceeding commenced pursuant borne by the Party making the referral except to this Section 6.1 that the procedures and presumptions extent that, because of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company is bound by all provisions decision reached the other Party should bear a proportion of this Agreementthe cost of the reference. In the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee The Adjudicator shall be entitled deemed not to recover from be an arbitrator but shall give the Company, decision as an adjudicator. The Arbitration Act 1996 and the Law relating to arbitration shall be indemnified not apply to the Adjudicator or his/her determination or the procedure by which he/she reaches the Company against, any determination. The Adjudicator shall act impartially and all Expenses actually may take the initiative in ascertaining the facts and reasonably incurred by him in such judicial adjudication, regardless of whether he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee the Law. The Adjudicator is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse liable for anything done or omitted in the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment discharge or other final adjudication under purported discharge of his/her functions as Adjudicator unless the provisions act or omission is in bad faith. Any employee or agent of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee the Adjudicator is not entitled to be indemnified by the Company for such Expensessimilarly protected from liability.

Adjudication. In 128Either party may at any time (notwithstanding that other dispute resolution procedures are running concurrently) give the other party to the Dispute notice of its intention to refer the Dispute to adjudication (the "Notice of Adjudication"). The Party giving notice (the "Referring Party") shall by the same means of communication, send a copy of the Notice of Adjudication to an Adjudicator selected in accordance with paragraph 4.2 below. The Adjudicator nominated to consider a Dispute referred to him shall be selected on a strictly rotational basis from the relevant panel of adjudicators appointed in accordance with the following: there shall be a panel of adjudicators in respect of construction matters (the "Adjudication Panel"). All the adjudicators on the panel shall be wholly independent of hubco, the Authority, any relevant Sub-Contractor and any of the major competitors of hubco or relevant Sub-Contractor; the Adjudication Panel shall be comprised of three (3) adjudicators as identified in paragraph 7. (Panel Members) who shall be selected jointly by ▇▇▇▇▇ and the Authority. Such selections shall take place within twenty-eight (28) days of the date of this Agreement; if any member of the panel resigns or is otherwise no longer available to act as an adjudicator during the term of the Agreement, a replacement adjudicator shall be appointed by ▇▇▇▇▇ and the Authority as soon as practicable, provided that no such appointment may be made under this paragraph 4.2.3 unless and until the Authority confirms in writing that the replacement adjudicator identified by the parties has been appointed pursuant to this Schedule Part 15; if ▇▇▇▇▇ and the Authority are unable to agree on the identity of the adjudicators to be selected for the panel or any replacement adjudicator(s), the Chairman (or Vice Chairman) for the time being of the Chartered Institute of Arbitrators Scottish Branch shall appoint such adjudicator(s) within seven (7) days of any application for such appointment by either party; in the event that the first panel member is unable or unwilling to confirm acceptance of his appointment as Adjudicator or where he fails to respond within two (i2) a determination is made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.1; (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company of the request for that indemnification; or (iv) payment of indemnification is not made within 10 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.4, Indemnitee shall be entitled to an adjudication in an appropriate court date of the State Notice of DelawareAdjudication, or then the Referring Party shall invite the person next in any other court of competent jurisdiction, of his entitlement line to such indemnification or advancement of Expensesact as Adjudicator. In the event that a determination the second panel member is unable or unwilling to confirm acceptance of his appointment as Adjudicator or where he fails to respond within four (4) days of the date of the Notice of Adjudication then the Referring Party may apply to the Chairman for the time being of the Royal Institute of Chartered Surveyors for Scotland who shall have been made that Indemnitee is not entitled within seven (7) days of the Notice of Adjudication, nominate an Adjudicator (who shall also within the same period, confirm acceptance of his appointment as Adjudicator) to indemnificationdetermine the Dispute described in the Notice of Adjudication. The Referring Party shall, any judicial proceeding commenced within seven (7) days of the date of the Notice of Adjudication, serve its statement of case (the "Referral Notice") on the Adjudicator (appointed pursuant to this Section 6.1 paragraph 4.2) and the other party to the Dispute (the "Responding Party"). The Referral Notice shall set out each element of the Referring Party's claim and the relief or remedy sought in sufficient detail so as to enable the Responding Party to understand and, where appropriate, respond to the claim and the Referral Notice shall be conducted accompanied by copies of, or relevant extracts from, this Agreement and such other documents as the Referring Party intends to reply upon. The date of the referral of the Dispute (the "Referral") shall be the date of the Referral Notice. Within seven (7) days of appointment in all respects as relation to a de novo trial particular Dispute, the Adjudicator shall establish the procedure and timetable for the adjudication. The Adjudicator shall (subject to complying with paragraph 4.8) in his absolute discretion, consider whether a hearing is necessary in order to resolve the Dispute. He shall establish the procedure and timetable subject to any limitation within this Agreement. The parties shall comply with any request or direction of the Adjudicator in relation to the Adjudication. The Adjudicator shall reach a decision on the merits Dispute within twenty-eight (28) days of the date of the Referral (or such other period as the parties may agree). The Adjudicator may extend the period of 28 days by up to 14 days with the consent of the Referring Party. Unless the parties agree otherwise, the Adjudicator shall give reasons for his decision. Unless and Indemnitee until the Dispute is finally determined by court proceedings or by an agreement in writing between the parties, pursuant to paragraph 5.1 of this Schedule Part 15 the Adjudicator's decision shall be binding on both parties who shall forthwith give effect to the decision. Subject to paragraph 6.4, the Adjudicator's costs of any reference shall be borne as the Adjudicator shall specify or, in default, equally by the parties. Each party shall bear its own costs arising out of the adjudication, including legal costs and the costs and expenses of any witnesses. The Adjudicator shall be deemed not to be an arbitrator but shall render his decision as an adjudicator and the law relating to arbitration shall not be prejudiced apply to the Adjudicator or his determination or the procedure by reason of that adverse which he reached his determination. In any judicial proceeding commenced pursuant to this Section 6.1, The Adjudicator shall act fairly and impartially and may take the Company initiative in ascertaining the facts and the law. The Adjudicator shall have the burden power to open up, review and revise any opinion, certificate, instruction, determination or decision of proving that Indemnitee is not entitled to indemnification whatever nature given or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company is bound by all provisions of under this Agreement. In All information, data or documentation disclosed or delivered by a party to the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce Adjudicator in consequence of or in connection with his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee appointment as Adjudicator shall be entitled treated as confidential. The Adjudicator shall not, save as permitted by Clause 46. (Confidentiality), disclose to recover from any person or company any such information, data or documentation and all such information, data or documentation shall remain the Company, property of the party disclosing or delivering the same and all copies shall be indemnified by returned to such party on completion of the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee Adjudicator's work. The Adjudicator is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse liable for anything done or omitted in the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment discharge or other final adjudication under purported discharge of his functions as Adjudicator unless the provisions act or omission is in bad faith. Any employee or agent of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee the Adjudicator is not entitled to be indemnified by the Company for such Expensessimilarly protected from liability.

Adjudication. (a) In the event that of any dispute between Indemnitee and the Company hereunder as to entitlement to indemnification or advancement of Expenses (including where (i) a determination is made pursuant to Section 5.2 or 5.3 5.02 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement; , (ii) advancement of Expenses is not timely made pursuant to Section 4.1; 4.01 of this Agreement, (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company of the request for that indemnification; or (iv) payment of indemnification pursuant to Section 3.01 of this Agreement is not made within 10 twenty (20) days after a determination of has been made that Indemnitee is entitled to indemnification, (iv) no determination as to entitlement to indemnification has been is timely made or pursuant to Section 5.02 of this Agreement and no payment of indemnification is made within ten (10) days after entitlement is deemed to have been made determined pursuant to Section 5.25.03(b)) or (v) a contribution payment is not made in a timely manner pursuant to Section 8.04 of this Agreement, 5.3 or 5.4, then Indemnitee shall be entitled to an adjudication in an appropriate by a court of the State of Delaware, his or in any other court of competent jurisdiction, of his her entitlement to such indemnification indemnification, contribution or advancement of Expenses. advancement. (b) In the event that a determination shall have been made pursuant to Section 5.02(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 6.1 6.01 shall be conducted in all respects as a de novo trial on the merits merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Section 6.1, 6.01 the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 5.02(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding pursuant to this Section 6.01, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 4.02 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). (c) If a determination shall have been made or deemed pursuant to have been made Section 5.02(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.16.01, absent (i) a misstatement by Indemnitee of a material fact, or otherwise. an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 6.01 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, enforceable and shall stipulate in any such proceeding court that the Company is bound by all the provisions of this Agreement. In . (e) The Company shall indemnify Indemnitee to the event that fullest extent permitted by law against all Expenses and, if requested by Indemnitee, pursuant shall (within twenty (20) days after the Company’s receipt of such written request) advance such Expenses to this Section 6.1Indemnitee, seeks a which are reasonably incurred by Indemnitee in connection with any judicial adjudication to enforce his rights under, or to recover damages proceeding brought by Indemnitee for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the Company, and shall be indemnified indemnification or advances of Expenses by the Company against(or otherwise for the enforcement, interpretation or defense of his or her rights) under this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Certificate of Incorporation or Bylaws now or hereafter in effect or (ii) recovery or advances under any directors’ and all Expenses actually and reasonably incurred officers’ liability insurance policy maintained by him in such judicial adjudicationthe Company, regardless of whether he prevails therein, and (ii) any determination made pursuant Indemnitee ultimately is determined to Section 5.2 or 5.3 that Indemnitee is not be entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse such indemnification, contribution, advancement or insurance recovery, as the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment or other final adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company for such Expensescase may be.

Adjudication. In the event that (ia) Indemnitee shall be entitled to an adjudication by a court of competent jurisdiction of any determination is made pursuant to Section 5.2 or 5.3 5.02 that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.1; (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company of the request for that indemnification; or (iv) payment of indemnification is not made within 10 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.4, Indemnitee shall be entitled to an . Any such adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 6.1 shall be conducted in all respects as a de novo trial on the merits merits, and Indemnitee any prior adverse determination shall not be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant referred to this Section 6.1or introduced into evidence, the Company shall have the burden of proving create a presumption that Indemnitee is not entitled to indemnification or advancement of Expensesexpenses, as be a defense or otherwise adversely affect Indemnitee. In addition, neither the case may befailure of the Company, the Disinterested Directors, a committee of the Disinterested Directors or Independent Counsel to have made a determination prior to the commencement of any such adjudication that indemnification under this Agreement is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company, the Disinterested Directors, a committee of the Disinterested Directors or Independent Counsel that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct in such adjudication. If In any such judicial proceeding, the provisions of Section 5.03 (including the presumption in favor of Indemnitee and the burdens on the Company) shall apply. (b) Indemnitee shall also be entitled to an adjudication by a court of competent jurisdiction of any other disputes under this Agreement, including any disputes arising because (i) advancement of Expenses is not timely made pursuant to Section 4.01, (ii) no determination of entitlement to indemnification shall have been made pursuant to Section 5.02 of this Agreement within the required time period, (iii) payment of indemnification is not made pursuant to Section 3.01(c) or the last two sentences of Section 5.02(a) within 10 days after receipt by the Company of written request therefor, (iv) payment of indemnification pursuant to Section 3.01(a) is not made within 10 days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Company takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder. (c) Subject to Section 3.02, if a determination shall have been made or deemed pursuant to have been made Section 5.02 that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.16.01, absent a misstatement by Indemnitee of a material fact or otherwise. The Company shall be precluded from asserting an omission by Indemnitee of a material fact necessary in order to make the information provided by Indemnitee not materially misleading in connection with the request for indemnification. (d) In connection with any judicial proceeding commenced pursuant to this Section 6.1 6.01, the Company shall not oppose Indemnitee’s right to seek such adjudication, shall be precluded from asserting that the procedures and presumptions of this Agreement are not valid, binding and enforceable, or enforceable and shall stipulate in any such proceeding court that the Company is bound by all of the provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment or other final adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company for such Expenses.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 5.02 or 5.3 5.03 hereof that Indemnitee is not entitled to ------------- ---- indemnification under this Agreement; (ii) advancement of Expenses is not timely ----------- made pursuant to Section 4.14.01 of this Agreement; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has ------------ not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Company of Court, or (b) within 90 days after objections to his selection have been overruled by the request Court or (c) within 90 days after the time for that indemnificationthe Corporation or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.25.02, 5.3 5.03 or 5.45.04 of this ------------ ---- ---- Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of DelawareCourt, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 6.01 shall ------------ be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.16.01, the Company Corporation shall have the burden of proving that ------------- Indemnitee is not entitled to indemnification or advancement of Expenses, as the -- case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.16.01, or otherwise, unless Indemnitee knowingly misrepresented a ------------- material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 6.01 that the procedures and presumptions of ------------ this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company Corporation is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.16.01, seeks a ------------ judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 (Determination of Entitlement; No Change of Control) or 5.3 (Determination of Entitlement; Change of Control) hereof that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.14.1 (Advances) of this Agreement; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Company of Court, or (b) within 90 days after objections to his selection have been overruled by the request Court or (c) within 90 days after the time for that indemnificationthe Corporation or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.25.2 (Determination of Entitlement; No Change of Control), 5.3 (Determination of Entitlement; Change of Control) or 5.45.4 (Procedures of Independent Counsel) of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.1, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company Corporation is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. In Either party may at any time (notwithstanding that other dispute resolution procedures are running concurrently) give the other party to the Dispute notice of its intention to refer the Dispute to adjudication (the "Notice of Adjudication"). The party giving the Notice of Adjudication (the "Referring Party") shall by the same means of communication send a copy of the Notice of Adjudication to an adjudicator selected in accordance with paragraph 4.2 below or paragraph 4.11 (Related Adjudicator) below (the "Adjudicator"). The Adjudicator nominated to consider a Dispute referred to him shall, subject to paragraph 4.11, be selected on a strictly rotational basis from the relevant panel of adjudicators appointed in accordance with the following: there shall be two (2) panels of adjudicators, one in respect of construction matters (the "Construction Panel") and one in respect of operational and maintenance matters (the "Operational Panel"). All the adjudicators on each panel shall be wholly independent of Sub-hubco, the Authority, the relevant Sub-Contractor and any of the major competitors of Sub-hubco or the relevant Sub-Contractor; the Construction Panel shall be comprised of three (3) adjudicators [as identified in paragraph 7 (Panel Members)] [who shall be selected jointly by Sub-hubco and the Authority. Such selections shall take place within twenty-eight (28) days of the date of this Agreement]; the Operational Panel shall be comprised of three (3) adjudicators [as identified in paragraph 7 (Panel Members)] [who shall be selected to the panel jointly by Sub-hubco and the Authority. Such selections shall take place on or before the Actual Completion Date]; if any member of either panel resigns during the term of the Agreement, a replacement adjudicator shall be appointed by Sub-hubco and the Authority as soon as practicable; if Sub-hubco and the Authority are unable to agree on the identity of [the adjudicators to be selected for the panels or] any replacement adjudicator, the Chairman (or Vice Chairman) for the time being of the Chartered Institute of Arbitrators Scottish Branch shall appoint such adjudicators(s) within seven (7) days of any application for such appointment by either party; in the event that the first panel member is unable or unwilling to confirm acceptance of his appointment as Adjudicator or where he fails to respond within two (i2) a determination is made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.1; (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company of the request for that indemnification; or (iv) payment of indemnification is not made within 10 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.4, Indemnitee shall be entitled to an adjudication in an appropriate court date of the State Notice of DelawareAdjudication, or then the Referring Party shall invite the person next in any other court of competent jurisdiction, of his entitlement line to such indemnification or advancement of Expensesact as Adjudicator. In the event that a determination the second panel member is unwilling or unable to confirm acceptance of his appointment as Adjudicator within four (4) days of the date of the Notice of Adjudication or if the parties disagree as to the relevant panel of adjudicators to be used, then the Referring Party may apply to the Chairman (or Vice Chairman) for the time being of the Chartered Institute of Arbitrators Scottish Branch who shall have been made that Indemnitee is not entitled within seven (7) days of the date of the Notice of Adjudication, nominate an Adjudicator (who shall also within the same period, confirm acceptance of his appointment as Adjudicator) to indemnification, any judicial proceeding commenced pursuant to this Section 6.1 shall be conducted determine the Dispute described in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason Notice of that adverse determination. In any judicial proceeding commenced pursuant to this Section 6.1, the Company shall have the burden Adjudication; no member of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee either panel shall be entitled to recover from accept an appointment to act as Adjudicator unless he is willing also to be appointed as the Companyadjudicator to adjudicate any dispute which: may arise between Sub-hubco and the Contractor and raises issues which, in the opinion of Sub-hubco, are substantially the same as or connected with the Dispute in relation to which he has been appointed; and/or may arise between Sub-hubco and the Service Provider and raises issues which, in the opinion of Sub-hubco, are substantially the same as or connected with the Dispute in relation to which he has been appointed; and/or may arise between Sub-hubco and the Independent Tester and raises issues which, in the opinion of Sub-hubco, are substantially the same as or connected with the Dispute in relation to which he has been appointed. The Referring Party shall, within 7 days of the date of the Notice of Adjudication, serve its statement of case (the "Referral Notice") on the Adjudicator (appointed pursuant to paragraph 4.2) and the other party to the Dispute (the "Responding Party"). The Referral Notice shall set out each element of the Referring Party's claim and the relief or remedy sought in sufficient detail so as to enable the Responding Party to understand and, where appropriate, respond to the claim and the Referral Notice shall be indemnified accompanied by copies of, or relevant extracts from, this Agreement and such other documents as the Referring Party intends to rely upon. The date of the referral of the Dispute (the "Referral") shall be the date of the Referral Notice. Within seven (7) days of appointment in relation to a particular Dispute, the Adjudicator shall establish the procedure and timetable for the adjudication. The Adjudicator shall have absolute discretion as to how to conduct the adjudication, including whether a meeting is necessary. He shall establish the procedure and timetable subject to any limitation within this Agreement. The parties shall comply with any request or direction of the Adjudicator in relation to the adjudication. The Adjudicator shall reach a decision on the Dispute within twenty-eight (28) days of the date of the Referral (or such other period as the parties may agree). The Adjudicator may extend the period of 28 days by up to 14 days with the consent of the Referring Party. Unless the parties otherwise agree, the Adjudicator shall give reasons for his decision. Unless and until the Dispute is finally determined by Court proceedings or by an agreement in writing between the parties, the Adjudicator's decision shall be binding on both parties who shall forthwith give effect to the decision. The Adjudicator's costs of any reference shall be borne as the Adjudicator shall specify or, in default, equally by the Company againstparties. Each party shall bear its own costs arising out of the adjudication, including legal costs and the costs and expenses of any witnesses. The Adjudicator shall be deemed not to be an arbitrator but shall render his decision as an adjudicator and the law relating to arbitration shall not apply to the Adjudicator or his determination or the procedure by which he reached his determination. The Adjudicator shall act fairly and impartially and may take the initiative in ascertaining the facts and the law. The Adjudicator shall have the power to open up, review and revise any opinion, certificate, instruction, determination or decision of whatever nature given or made under this Agreement. All information, data or documentation disclosed or delivered by a party to the Adjudicator in consequence of or in connection with his appointment as Adjudicator shall be treated as confidential. The Adjudicator shall not, save as permitted by Clause 61 (Confidentiality), disclose to any person or company any such information, data or documentation and all Expenses actually such information, data or documentation shall remain the property of the party disclosing or delivering the same and reasonably incurred by him in all copies shall be returned to such judicial adjudication, regardless party on completion of whether he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee the Adjudicator's work. The Adjudicator is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse liable for anything done or omitted in the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment discharge or other final adjudication under purported discharge of his functions as Adjudicator unless the provisions act or omission is in bad faith. Any employee or agent of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee the Adjudicator is not entitled to be indemnified by the Company for such Expensessimilarly protected from liability.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 5.02 or 5.3 5.03 hereof that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.14.01 of this Agreement; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Company of Court, or (b) within 90 days after objections to his selection have been overruled by the request Court or (c) within 90 days after the time for that indemnificationthe Corporation or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been Syntroleum Amended and Restated Indemnification Agreement CONFIDENTIAL made pursuant to Section 5.25.02, 5.3 5.03 or 5.45.04 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of DelawareCourt, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 6.01 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.16.01, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.16.01, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 6.01 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company Corporation is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.16.01, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. In 129Either party may at any time (notwithstanding that other dispute resolution procedures are running concurrently) give the other party to the Dispute notice of its intention to refer the Dispute to adjudication (the "Notice of Adjudication"). The Party giving notice (the "Referring Party") shall by the same means of communication, send a copy of the Notice of Adjudication to an Adjudicator selected in accordance with paragraph 4.2 below. The Adjudicator nominated to consider a Dispute referred to him shall be selected on a strictly rotational basis from the relevant panel of adjudicators appointed in accordance with the following: there shall be a panel of adjudicators in respect of construction matters (the "Adjudication Panel"). All the adjudicators on the panel shall be wholly independent of hubco, the Authority, any relevant Sub-Contractor and any of the major competitors of hubco or relevant Sub-Contractor; the Adjudication Panel shall be comprised of three (3) adjudicators as identified in paragraph 7 (Panel Members) who shall be selected jointly by hubco and the Authority. Such selections shall take place within twenty-eight (28) days of the date of this Agreement; if any member of the panel resigns or is otherwise no longer available to act as an adjudicator during the term of the Agreement, a replacement adjudicator shall be appointed by ▇▇▇▇▇ and the Authority as soon as practicable, provided that no such appointment may be made under this paragraph 4.2.3 unless and until the Authority confirms in writing that the replacement adjudicator identified by the parties has been appointed pursuant to this Schedule Part 15; if ▇▇▇▇▇ and the Authority are unable to agree on the identity of the adjudicators to be selected for the panel or any replacement adjudicator(s), the Chairman (or Vice Chairman) for the time being of the Chartered Institute of Arbitrators Scottish Branch shall appoint such adjudicator(s) within seven (7) days of any application for such appointment by either party; in the event that the first panel member is unable or unwilling to confirm acceptance of his appointment as Adjudicator or where he fails to respond within two (i2) a determination is made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.1; (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company of the request for that indemnification; or (iv) payment of indemnification is not made within 10 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.4, Indemnitee shall be entitled to an adjudication in an appropriate court date of the State Notice of DelawareAdjudication, or then the Referring Party shall invite the person next in any other court of competent jurisdiction, of his entitlement line to such indemnification or advancement of Expensesact as Adjudicator. In the event that a determination the second panel member is unable or unwilling to confirm acceptance of his appointment as Adjudicator or where he fails to respond within four (4) days of the date of the Notice of Adjudication then the Referring Party may apply to the Chairman for the time being of the Royal Institute of Chartered Surveyors for Scotland who shall have been made that Indemnitee is not entitled within seven (7) days of the Notice of Adjudication, nominate an Adjudicator (who shall also within the same period, confirm acceptance of his appointment as Adjudicator) to indemnificationdetermine the Dispute described in the Notice of Adjudication. The Referring Party shall, any judicial proceeding commenced within seven (7) days of the date of the Notice of Adjudication, serve its statement of case (the "Referral Notice") on the Adjudicator (appointed pursuant to this Section 6.1 paragraph 4.2) and the other party to the Dispute (the "Responding Party"). The Referral Notice shall set out each element of the Referring Party's claim and the relief or remedy sought in sufficient detail so as to enable the Responding Party to understand and, where appropriate, respond to the claim and the Referral Notice shall be conducted accompanied by copies of, or relevant extracts from, this Agreement and such other documents as the Referring Party intends to reply upon. The date of the referral of the Dispute (the "Referral") shall be the date of the Referral Notice. Within seven (7) days of appointment in all respects as relation to a de novo trial particular Dispute, the Adjudicator shall establish the procedure and timetable for the adjudication. The Adjudicator shall (subject to complying with paragraph 4.8) in his absolute discretion, consider whether a hearing is necessary in order to resolve the Dispute. He shall establish the procedure and timetable subject to any limitation within this Agreement. The parties shall comply with any request or direction of the Adjudicator in relation to the Adjudication. The Adjudicator shall reach a decision on the merits Dispute within twenty-eight (28) days of the date of the Referral (or such other period as the parties may agree). The Adjudicator may extend the period of 28 days by up to 14 days with the consent of the Referring Party. Unless the parties agree otherwise, the Adjudicator shall give reasons for his decision. Unless and Indemnitee until the Dispute is finally determined by court proceedings or by an agreement in writing between the parties, pursuant to paragraph 5.1 of this Schedule Part 15 the Adjudicator's decision shall be binding on both parties who shall forthwith give effect to the decision. Subject to paragraph 6.4, the Adjudicator's costs of any reference shall be borne as the Adjudicator shall specify or, in default, equally by the parties. Each party shall bear its own costs arising out of the adjudication, including legal costs and the costs and expenses of any witnesses. The Adjudicator shall be deemed not to be an arbitrator but shall render his decision as an adjudicator and the law relating to arbitration shall not be prejudiced apply to the Adjudicator or his determination or the procedure by reason of that adverse which he reached his determination. In any judicial proceeding commenced pursuant to this Section 6.1, The Adjudicator shall act fairly and impartially and may take the Company initiative in ascertaining the facts and the law. The Adjudicator shall have the burden power to open up, review and revise any opinion, certificate, instruction, determination or decision of proving that Indemnitee is not entitled to indemnification whatever nature given or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company is bound by all provisions of under this Agreement. In All information, data or documentation disclosed or delivered by a party to the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce Adjudicator in consequence of or in connection with his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee appointment as Adjudicator shall be entitled treated as confidential. The Adjudicator shall not, save as permitted by Clause 46 (Confidentiality), disclose to recover from any person or company any such information, data or documentation and all such information, data or documentation shall remain the Company, property of the party disclosing or delivering the same and all copies shall be indemnified by returned to such party on completion of the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee Adjudicator's work. The Adjudicator is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse liable for anything done or omitted in the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment discharge or other final adjudication under purported discharge of his functions as Adjudicator unless the provisions act or omission is in bad faith. Any employee or agent of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee the Adjudicator is not entitled to be indemnified by the Company for such Expensessimilarly protected from liability.

Adjudication. In 129Either party may at any time (notwithstanding that other dispute resolution procedures are running concurrently) give the other party to the Dispute notice of its intention to refer the Dispute to adjudication (the "Notice of Adjudication"). The Party giving notice (the "Referring Party") shall by the same means of communication, send a copy of the Notice of Adjudication to an Adjudicator selected in accordance with paragraph 4.2 below. The Adjudicator nominated to consider a Dispute referred to him shall be selected on a strictly rotational basis from the relevant panel of adjudicators appointed in accordance with the following: there shall be a panel of adjudicators in respect of construction matters (the "Adjudication Panel"). All the adjudicators on the panel shall be wholly independent of hubco, the Authority, any relevant Sub-Contractor and any of the major competitors of hubco or relevant Sub-Contractor; the Adjudication Panel shall be comprised of three (3) adjudicators as identified in paragraph 7 (Panel Members) who shall be selected jointly by hubco and the Authority. Such selections shall take place within twenty-eight (28) days of the date of this Agreement; if any member of the panel resigns during the term of the Agreement, a replacement adjudicator shall be appointed by ▇▇▇▇▇ and the Authority as soon as practicable, provided that no such appointment may be made under this paragraph 4.2.3 unless and until the Authority confirms in writing that the replacement adjudicator identified by the parties has been appointed pursuant to this Schedule Part 15; if ▇▇▇▇▇ and the Authority are unable to agree on the identity of the adjudicators to be selected for the panel or any replacement adjudicator(s), the Chairman (or Vice Chairman) for the time being of the Chartered Institute of Arbitrators Scottish Branch shall appoint such adjudicator(s) within seven (7) days of any application for such appointment by either party; in the event that the first panel member is unable or unwilling to confirm acceptance of his appointment as Adjudicator or where he fails to respond within two (i2) a determination is made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.1; (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company of the request for that indemnification; or (iv) payment of indemnification is not made within 10 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.4, Indemnitee shall be entitled to an adjudication in an appropriate court date of the State Notice of DelawareAdjudication, or then the Referring Party shall invite the person next in any other court of competent jurisdiction, of his entitlement line to such indemnification or advancement of Expensesact as Adjudicator. In the event that a determination the second panel member is unable or unwilling to confirm acceptance of his appointment as Adjudicator or where he fails to respond within four (4) days of the date of the Notice of Adjudication then the Referring Party may apply to the Chairman for the time being of the Royal Institute of Chartered Surveyors for Scotland who shall have been made that Indemnitee is not entitled within seven (7) days of the Notice of Adjudication, nominate an Adjudicator (who shall also within the same period, confirm acceptance of his appointment as Adjudicator) to indemnificationdetermine the Dispute described in the Notice of Adjudication. The Referring Party shall, any judicial proceeding commenced within seven (7) days of the date of the Notice of Adjudication, serve its statement of case (the "Referral Notice") on the Adjudicator (appointed pursuant to this Section 6.1 paragraph 4.2) and the other party to the Dispute (the "Responding Party"). The Referral Notice shall set out each element of the Referring Party's claim and the relief or remedy sought in sufficient detail so as to enable the Responding Party to understand and, where appropriate, respond to the claim and the Referral Notice shall be conducted accompanied by copies of, or relevant extracts from, this Agreement and such other documents as the Referring Party intends to reply upon. The date of the referral of the Dispute (the "Referral") shall be the date of the Referral Notice. Within seven (7) days of appointment in all respects as relation to a de novo trial particular Dispute, the Adjudicator shall establish the procedure and timetable for the adjudication. The Adjudicator shall in his absolute discretion, consider whether a hearing is necessary in order to resolve the Dispute. He shall establish the procedure and timetable subject to any limitation within this Agreement. The parties shall comply with any request or direction of the Adjudicator in relation to the Adjudication. The Adjudicator shall reach a decision on the merits Dispute within twenty-eight (28) days of the date of the Referral (or such other period as the parties may agree). The Adjudicator may extend the period of 28 days by up to 14 days with the consent of the Referring Party. Unless the parties agree otherwise, the Adjudicator shall give reasons for his decision. Unless and Indemnitee until the Dispute is finally determined by court proceedings or by an agreement in writing between the parties, pursuant to paragraph 5.1 of this Schedule Part 15 the Adjudicator's decision shall be binding on both parties who shall forthwith give effect to the decision. Subject to paragraph 6.4, the Adjudicator's costs of any reference shall be borne as the Adjudicator shall specify or, in default, equally by the parties. Each party shall bear its own costs arising out of the adjudication, including legal costs and the costs and expenses of any witnesses. The Adjudicator shall be deemed not to be an arbitrator but shall render his decision as an adjudicator and the law relating to arbitration shall not be prejudiced apply to the Adjudicator or his determination or the procedure by reason of that adverse which he reached his determination. In any judicial proceeding commenced pursuant to this Section 6.1, The Adjudicator shall act fairly and impartially and may take the Company initiative in ascertaining the facts and the law. The Adjudicator shall have the burden power to open up, review and revise any opinion, certificate, instruction, determination or decision of proving that Indemnitee is not entitled to indemnification whatever nature given or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company is bound by all provisions of under this Agreement. In All information, data or documentation disclosed or delivered by a party to the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce Adjudicator in consequence of or in connection with his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee appointment as Adjudicator shall be entitled treated as confidential. The Adjudicator shall not, save as permitted by Clause 46 (Confidentiality), disclose to recover from any person or company any such information, data or documentation and all such information, data or documentation shall remain the Company, property of the party disclosing or delivering the same and all copies shall be indemnified by returned to such party on completion of the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee Adjudicator's work. The Adjudicator is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse liable for anything done or omitted in the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment discharge or other final adjudication under purported discharge of his functions as Adjudicator unless the provisions act or omission is in bad faith. Any employee or agent of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee the Adjudicator is not entitled to be indemnified by the Company for such Expensessimilarly protected from liability.

Adjudication. In Either party may at any time (notwithstanding that other dispute resolution procedures are running concurrently) give the other party to the Dispute notice of its intention to refer the Dispute to adjudication (the "Notice of Adjudication"). The party giving the Notice of Adjudication (the "Referring Party") shall by the same means of communication send a copy of the Notice of Adjudication to an adjudicator selected in accordance with paragraph 4.2 below or paragraph 4.11 (Related Adjudicator) below (the "Adjudicator"). The Adjudicator nominated to consider a Dispute referred to him shall, subject to paragraph 4.11, be selected on a strictly rotational basis from the relevant panel of adjudicators appointed in accordance with the following: there shall be two (2) panels of adjudicators, one in respect of construction matters (the "Construction Panel") and one in respect of operational and maintenance matters (the "Operational Panel"). All the adjudicators on each panel shall be wholly independent of Project Co, the Authority, the relevant Sub-Contractor and any of the major competitors of Project Co or the relevant Sub-Contractor; the Construction Panel shall be comprised of three (3) adjudicators [as identified in paragraph 7 (Panel Members)] [who shall be selected jointly by Project Co and the Authority. Such selections shall take place within twenty-eight (28) days of the date of this Agreement]; the Operational Panel shall be comprised of three (3) adjudicators [as identified in paragraph 7 (Panel Members)] [who shall be selected panel jointly by Project Co and the Authority. Such selections shall take place on or before the Actual Completion Date]; if any member of either panel resigns during the term of the Agreement, a replacement adjudicator shall be appointed by Project Co and the Authority as soon as practicable; if Project Co and the Authority are unable to agree on the identity of [the adjudicators to be selected for the panels or] any replacement adjudicator, the Chairman (or Vice Chairman) for the time being of the Chartered Institute of Arbitrators Scottish Branch shall appoint such adjudicators(s) within seven (7) days of any application for such appointment by either party; in the event that the first panel member is unable or unwilling to confirm acceptance of his appointment as Adjudicator or where he fails to respond within two (i2) a determination is made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.1; (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company of the request for that indemnification; or (iv) payment of indemnification is not made within 10 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.4, Indemnitee shall be entitled to an adjudication in an appropriate court date of the State Notice of DelawareAdjudication, or then the Referring Party shall invite the person next in any other court of competent jurisdiction, of his entitlement line to such indemnification or advancement of Expensesact as Adjudicator. In the event that a determination the second panel member is unwilling or unable to confirm acceptance of his appointment as Adjudicator within four (4) days of the date of the Notice of Adjudication or if the parties disagree as to the relevant panel of adjudicators to be used, then the Referring Party may apply to the Chairman (or Vice Chairman) for the time being of the Chartered Institute of Arbitrators Scottish Branch who shall have been made that Indemnitee is not entitled within seven (7) days of the date of the Notice of Adjudication, nominate an Adjudicator (who shall also within the same period, confirm acceptance of his appointment as Adjudicator) to indemnification, any judicial proceeding commenced pursuant to this Section 6.1 shall be conducted determine the Dispute described in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason Notice of that adverse determination. In any judicial proceeding commenced pursuant to this Section 6.1, the Company shall have the burden Adjudication; no member of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee either panel shall be entitled to recover from accept an appointment to act as Adjudicator unless he is willing also to be appointed as the Companyadjudicator to adjudicate any dispute which: may arise between Project Co and the Contractor and raises issues which, in the opinion of Project Co, are substantially the same as or connected with the Dispute in relation to which he has been appointed; and/or may arise between Project Co and the Service Provider and raises issues which, in the opinion of Project Co, are substantially the same as or connected with the Dispute in relation to which he has been appointed; and/or may arise between Project Co and the Independent Tester and raises issues which, in the opinion of Project Co, are substantially the same as or connected with the Dispute in relation to which he has been appointed. The Referring Party shall, within 7 days of the date of the Notice of Adjudication, serve its statement of case (the "Referral Notice") on the Adjudicator (appointed pursuant to paragraph 4.2) and the other party to the Dispute (the "Responding Party"). The Referral Notice shall set out each element of the Referring Party's claim and the relief or remedy sought in sufficient detail so as to enable the Responding Party to understand and, where appropriate, respond to the claim and the Referral Notice shall be indemnified accompanied by copies of, or relevant extracts from, this Agreement and such other documents as the Referring Party intends to rely upon. The date of the referral of the Dispute (the "Referral") shall be the date of the Referral Notice. Within seven (7) days of appointment in relation to a particular Dispute, the Adjudicator shall establish the procedure and timetable for the adjudication. The Adjudicator shall have absolute discretion as to how to conduct the adjudication, including whether a meeting is necessary. He shall establish the procedure and timetable subject to any limitation within this Agreement. The parties shall comply with any request or direction of the Adjudicator in relation to the adjudication. The Adjudicator shall reach a decision on the Dispute within twenty-eight (28) days of the date of the Referral (or such other period as the parties may agree). The Adjudicator may extend the period of 28 days by up to 14 days with the consent of the Referring Party. Unless the parties otherwise agree, the Adjudicator shall give reasons for his decision. Unless and until the Dispute is finally determined by Court proceedings or by an agreement in writing between the parties, the Adjudicator's decision shall be binding on both parties who shall forthwith give effect to the decision. The Adjudicator's costs of any reference shall be borne as the Adjudicator shall specify or, in default, equally by the Company againstparties. Each party shall bear its own costs arising out of the adjudication, including legal costs and the costs and expenses of any witnesses. The Adjudicator shall be deemed not to be an arbitrator but shall render his decision as an adjudicator and the law relating to arbitration shall not apply to the Adjudicator or his determination or the procedure by which he reached his determination. The Adjudicator shall act fairly and impartially and may take the initiative in ascertaining the facts and the law. The Adjudicator shall have the power to open up, review and revise any opinion, certificate, instruction, determination or decision of whatever nature given or made under this Agreement. All information, data or documentation disclosed or delivered by a party to the Adjudicator in consequence of or in connection with his appointment as Adjudicator shall be treated as confidential. The Adjudicator shall not, save as permitted by Clause 61 (Confidentiality), disclose to any person or company any such information, data or documentation and all Expenses actually such information, data or documentation shall remain the property of the party disclosing or delivering the same and reasonably incurred by him in all copies shall be returned to such judicial adjudication, regardless party on completion of whether he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee the Adjudicator's work. The Adjudicator is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse liable for anything done or omitted in the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment discharge or other final adjudication under purported discharge of his functions as Adjudicator unless the provisions act or omission is in bad faith. Any employee or agent of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee the Adjudicator is not entitled to be indemnified by the Company for such Expensessimilarly protected from liability.

Adjudication. In The provisions of paragraphs 1 – 4 above shall be without prejudice to either party’s right to refer any Dispute to adjudication in accordance with the event provisions of this paragraph 5. The CLIENT or the SERVICE PROVIDER may at any time notify the other of intention to refer a Dispute arising under, out of, or relating to, the Contract to adjudication. Within 7 Days of such notice, the Dispute may by further notice be referred to an adjudicator to be nominated by TeCSA (the Technology and Construction Court Solicitor’s Association). Subject only to paragraph 5.5, both the CLIENT and the SERVICE PROVIDER shall accept any such nomination as final and binding. The notice of referral shall set out the principal facts and arguments relating to the Dispute. Copies of all relevant documents shall be enclosed with the notice. A copy of the notice and enclosures shall at the same time be sent by the party giving the notice to the other party. If the person nominated as the adjudicator by TeCSA is unable to act, or fails to provide the notification required by paragraph 5.5, or ceases to be independent of the CLIENT or the SERVICE PROVIDER, he shall be replaced by another adjudicator also to be nominated by TeCSA. Again, and subject only to paragraph 5.5, both the CLIENT and the SERVICE PROVIDER shall accept any such further nomination as final and binding. It shall be a condition precedent to the appointment of an adjudicator that he shall notify both parties that he will comply with this paragraph 5 and its time limits. The adjudicator shall be appointed within 7 Days of the giving of a notice of intention to refer a Dispute to adjudication under paragraph 5.2. Any replacement adjudicator nominated in accordance with paragraph 5.4 shall likewise be appointed within 7 Days of the need for such a replacement having become apparent. For all such appointments, the form of adjudicator’s appointment shall be the Model Form of Adjudicator’s Appointment as set out in “GC/Works/5 Model Forms (i1998)”. A copy of each such appointment shall be supplied to each party. No such appointment shall be amended or replaced without the consent of both parties. The CLIENT AND THE SERVICE PROVIDER may submit representations to the adjudicator not later than 14 Days from the receipt of the notice of referral. The adjudicator shall notify his decision to the CLIENT AND THE SERVICE PROVIDER not earlier than 14 and not later than 28 Days from the receipt of the notice of referral, or such longer period as is agreed by the CLIENT and the SERVICE PROVIDER after the Dispute has been referred. The adjudicator may extend the period of 28 Days by up to 14 Days, with the consent of the party by whom the Dispute was referred. The adjudicator’s decision shall state how the cost of the adjudicator’s fee or salary (including overheads) a determination is made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.1; (iii) Independent Counsel shall be apportioned between the parties, and whether one party is to determine Indemniteebear the whole or part of the reasonable legal and other costs and expenses of the other relating to the adjudication. Where the adjudicator apportions liability to each party (whether in equal or some other proportion) in relation to the payment of the adjudicator’s entitlement fee or salary (including overheads), the liability of each party shall be limited to indemnification hereunder, but does not make that determination within 90 days after receipt the amount apportioned to it by the Company adjudicator. The decision of the request adjudicator is binding until the Dispute is finally determined by legal proceedings, by arbitration (if the parties agree to arbitration under paragraph 3.7) or by agreement and the parties do not agree to accept the decision of the adjudicator as finally determining the Dispute. The adjudicator shall act impartially. The adjudicator may take the initiative in ascertaining the facts and the law. If requested by one of the parties to the dispute, the adjudicator shall provide reasons for that indemnification; or (iv) payment of indemnification is not his decision. Such requests may only be made within 10 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.4, Indemnitee shall be entitled to an adjudication in an appropriate court 14 Days of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement decision being notified to such indemnification or advancement of Expensesthe requesting party. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 6.1 shall be conducted in all respects as a de novo trial on the merits and Indemnitee The adjudicator shall not be prejudiced by reason liable for anything done or omitted in the discharge or purported discharge of that adverse determinationhis functions as adjudicator, unless the act or omission is in bad faith. In any judicial proceeding commenced pursuant to this Section 6.1, Any employee or agent of the Company shall have adjudicator is similarly protected from liability. . 1 The term of the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement call-off Contract shall not be binding and Indemnitee shall not be required to reimburse exceed x years in length. See the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment or other final adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company for such ExpensesOrdering procedures.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 6.6 or 5.3 6.7 hereof that Indemnitee is not entitled to indemnification under this AgreementArticle VI; (ii) advancement of Expenses is not timely made pursuant to Section 4.16.3 hereof; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Company of Court, (b) within 90 days after objections to his selection have been overruled by the request Court or (c) within 90 days after the time for that indemnificationthe Corporation or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.26.6, 5.3 6.7 or 5.46.8 hereof, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 6.10 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.16.10, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.16.10, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 6.10 that the procedures and presumptions of this Agreement Article VI are not valid, binding and enforceable, enforceable and shall stipulate in any such proceeding that the Company Corporation is bound by all provisions of this AgreementArticle VI. In the event that Indemnitee, pursuant to this Section 6.16.10, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this AgreementArticle VI, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. (a) In the event that of any dispute between Indemnitee and the Company hereunder as to entitlement to indemnification or advancement of Expenses (including where (i) a determination is made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.1; 4.01 of this Agreement, (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company of the request for that indemnification; or (ivii) payment of indemnification pursuant to Section 3.01 of this Agreement is not made within 10 20 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.4, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 6.1 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Section 6.1, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the (iii) no determination as to entitlement to indemnification is timely made pursuant to Section 5.02 of this Agreement (iv) no payment of indemnification is made within 20 days after entitlement is deemed to have been determined pursuant to Section 5.03(b)) or (v) a contribution payment is not made in a timely manner pursuant to Section 8.04 of this Agreement, then Indemnitee shall be entitled to an adjudication by an appropriate court of competent jurisdiction of his or her entitlement to such indemnification, contribution or advancement. The Company shall be bound by not oppose Indemnitee’s right to seek any such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise. adjudication. (b) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 6.01 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, enforceable and shall stipulate in any such proceeding court that the Company is bound by all the provisions of this Agreement. In . (c) The Company shall indemnify Indemnitee to the event that fullest extent permitted by law against all Expenses and, if requested by Indemnitee, pursuant shall (within 20 days after the Company’s receipt of such written request) advance such Expenses to this Section 6.1Indemnitee, seeks a which are reasonably incurred by Indemnitee in connection with any judicial adjudication to enforce his rights under, or to recover damages proceeding brought by Indemnitee for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the Company, and shall be indemnified indemnification or advances of Expenses by the Company against(or otherwise for the enforcement, interpretation or defense of his or her rights) under this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Memorandum and all Expenses actually Articles now or hereafter in effect or (ii) recovery or advances under any directors’ and reasonably incurred officers’ liability insurance policy maintained by him in such judicial adjudicationthe Company, regardless of whether he prevails therein, and (ii) any determination made pursuant Indemnitee ultimately is determined to Section 5.2 or 5.3 that Indemnitee is not be entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse such indemnification, contribution, advancement or insurance recovery, as the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment or other final adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company for such Expensescase may be.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 SECTION 5.02 or 5.3 5.03 hereof that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.1SECTION 4.01 of this Agreement; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Company of Court, or (b) within 90 days after objections to his selection have been overruled by the request Court or (c) within 90 days after the time for that indemnificationthe Corporation or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 20 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2SECTION 5.02, 5.3 5.03 or 5.45.04 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of DelawareCourt, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 SECTION 6.01 shall be conducted in all respects as a de novo DE NOVO trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.1SECTION 6.01, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1SECTION 6.01, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 SECTION 6.01 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company Corporation is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1SECTION 6.01, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses actually and reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. In As soon as reasonably practicable and before the longstop dates referred to in this Clause 44.3(a)(i) to (iv) (Adjudication), the Parties will jointly appoint a panel of experts, (the “Adjudication Panel”), which will be comprised of four (4) experts, one (1) of whom will be competent to adjudicate in relation to matters of a construction nature, (the “Construction Expert”), one (1) of whom will be competent to adjudicate upon matters concerning Service issues, (the “Service Expert”), one (1) of whom will be competent to adjudicate upon matters relating to financial matters, (the “Financial Expert”), and one (1) who will be competent to adjudicate upon legal matters, (the “Legal Expert”). The Parties will ensure that: the Construction Expert is appointed within sixty (60) days from the Commencement Date; the Service Expert is appointed before the Certification Date; the Financial Expert is appointed within eighty (80) days from the Commencement Date; the Legal Expert is appointed within eighty (80) days from the Commencement Date; and in the event that the Parties will fail to appoint any expert to the Adjudication Panel on or before the relevant dates referred to in this Clause 44.3(a) (iAdjudication), the matter will be referred to the Chairman for the time being of the Chartered Institute of Arbitrators - Irish Branch, who will nominate the required expert(s). The Parties will then appoint such nominee(s) to the Adjudication Panel. Each member of the Adjudication Panel will: be wholly independent of PPP Co., the Authority and any relevant Sub-Contractor; be appointed in writing and confirmation of his agreement to act in accordance with this Clause 44.3 (Adjudication) will be secured in writing; if any member of the Adjudication Panel resigns, dies or becomes seriously ill or unavailable for any significant period at any time during the course or his appointment, PPP Co. and the Authority will jointly appoint a replacement expert to the Adjudication Panel as soon as practicable; and if the Authority and PPP Co. are unable to agree on the identity of any replacement expert to be appointed to the Adjudication Panel or as to whether any Adjudication Referral should be made to the Construction Expert, the Service Expert, the Financial Expert or the Legal Expert, then the expert will be appointed by the Adjudication Panel or a determination is made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.1; (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company Adjudication Panel as to which expert is the most appropriate to adjudicate the Adjudication Referral, within twenty (20) Business Days of the a written request for that indemnification; or by either Party. Within five (iv5) payment of indemnification is not made within 10 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.4, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, Business Days of his entitlement appointment in relation to any Dispute the Adjudicator will require the Parties to submit in writing their respective arguments. The Parties in making their claims will in their response to the Adjudicator provide all supporting evidence relating to the Dispute. The Adjudicator will, in his absolute discretion, decide whether a hearing is necessary in order to resolve the Dispute. The Adjudicator will be master of his own proceedings and will have the power to call for such indemnification or advancement of Expenses. In additional documents and evidence from the event that a determination shall have been made that Indemnitee is not entitled to indemnificationParties as he will, any judicial proceeding commenced pursuant to this Section 6.1 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determinationhis absolute discretion, require. In any judicial proceeding commenced pursuant to this Section 6.1event, the Company shall Adjudicator will provide to both Parties his written decision on the Dispute, within twenty (20) Business Days of the relevant Adjudication Referral, (or such other period as the Parties may unanimously agree). The Adjudicator will state his reasons for his decision at the same time that he provides the Parties with his written decision. Unless and until the Dispute is finally determined by arbitration or by a written agreement between the Parties, the Adjudicator’s decision will be binding on both Parties, who will forthwith give effect to the decision. If either Party does not comply with the Adjudicator’s decision, the other may bring legal proceedings to secure such compliance. The Adjudicator’s costs arising out of any Adjudication Referral will be borne as the Adjudicator will specify or, in default, equally by the Parties. Save where otherwise determined by the Adjudicator, each Party will bear its own costs arising out of the Adjudication Referral, including legal costs and costs and expenses of any witnesses. The Adjudicator will be deemed not to be an arbitrator but will render his decision as an expert and the provisions of the Arbitration Acts 1954 to 1998 and the law relating to arbitration will not apply to the Adjudicator or his determination or the procedure by which he reached his determination. The Adjudicator will act impartially and may take the initiative in ascertaining the facts and the law. The Adjudicator will have the burden power to open up, review and revise any opinion, certificate, instruction, determination or decision of proving that Indemnitee is not entitled to indemnification whatever nature given or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to under this Section 6.1, or otherwise. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company is bound by all provisions of this Project Agreement. In He may use his own knowledge and experience. He may visit the event that IndemniteeSite or the Project Facility. He may, pursuant (acting reasonably), require the Parties to this Section 6.1, seeks a judicial adjudication to enforce his rights undersubmit any information, or to recover damages for breach ofconduct tests, and the Parties will do so. He may, having first notified the Parties as to likely costs, obtain from other persons information and advice, including information and advice on relevant legal and technical matters. All information, data or documentation disclosed or delivered by a Party to the Adjudicator or to another party in consequence of or in connection with the appointment of the Adjudicator will be treated as confidential, but may be offered as evidence in any subsequent court proceedings. The Adjudicator will not, save as permitted by Clause 52 (Confidentiality) of this Project Agreement, disclose to any person, (i) Indemnitee shall be entitled to recover from other than the Company, and shall be indemnified by the Company againstParties), any such information, data or documentation and all Expenses actually such information, data or documentation will remain the property of the Party disclosing or delivering the same and reasonably incurred by him in all copies will be returned to such judicial adjudication, regardless Party on completion of whether he prevails therein, the Adjudicator’s work. All communications between the Adjudicator and (ii) any determination made pursuant a Party will be copied to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall the other Party. The Adjudicator will not be binding and Indemnitee shall not held liable for anything done or omitted in the discharge or purported discharge of his function as adjudicator unless the act or omission is in bad faith. Any employee or agent of the Adjudicator will be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment or other final adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company for such Expensessimilarly protected from liability.

Adjudication. In the event that (ia) Indemnitee shall be entitled to an adjudication (by a court of competent jurisdiction) of any determination is made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.1; (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company of the request for that indemnification; or (iv) payment of indemnification is not made within 10 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.4, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in of any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding commenced advancement of Expenses pursuant to this Section 6.1 Article 4. Any such adjudication shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determinationIndemnitee’s right to indemnification hereunder. In any such judicial proceeding commenced pursuant to this Section 6.1proceeding, the Company provisions of Section 5.3 (including the presumption in favor of Indemnitee and the burdens on the Company) shall have the burden of proving that apply. (b) Indemnitee is not shall also be entitled to indemnification or advancement adjudication (by a court of Expenses, as the case may be. competent jurisdiction) of any other disputes under this Agreement. (c) If a determination shall have been made or deemed pursuant to have been made Section 5.2 that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, absent a misstatement of a material fact in the information provided by Indemnitee pursuant to Section 5.1 and Section 5.2(a) or otherwise. The Company shall be precluded from asserting an omission of a material fact necessary in order to make the information provided not misleading, or a prohibition of such indemnification under applicable law. (d) In connection with any judicial proceeding commenced pursuant to this Section 6.1 6.1, the Company shall, to the fullest extent permitted by law, not oppose Indemnitee’s right to seek such adjudication, shall be precluded from asserting that the procedures and presumptions of this Agreement are not valid, binding and enforceable, or enforceable and shall stipulate in any such proceeding court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment or other final adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company for such Expenses.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 SECTION 5.02 or 5.3 5.03 hereof that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.1SECTION 4.01 of this Agreement; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Company of Court, or (b) within 90 days after objections to his selection have been overruled by the request Court or (c) within 90 days after the time for that indemnificationthe Corporation or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2SECTION 5.02, 5.3 5.03 or 5.45.04 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of DelawareOklahoma, or in any Syntroleum Indemnification Agreement -------------------------------------------------------------------------------- CONFIDENTIAL other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 SECTION 6.01 shall be conducted in all respects as a de novo DE NOVO trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.1SECTION 6.01, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1SECTION 6.01, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 SECTION 6.01 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company Corporation is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1SECTION 6.01, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 Sections 5 or 5.3 6 that the Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.13; (iii) the Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (A) within 90 days after receipt being appointed by the Court, (B) within 90 days after objections to his selection have been overruled by the Court or (C) within 90 days after the time for the Company of or the request for that indemnificationIndemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2Sections 5, 5.3 6 or 5.47, the Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 11 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.111, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.111, or otherwise, unless the Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by applicable law. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 11 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, enforceable and shall stipulate in any such proceeding that the Company is bound by all provisions of this Agreement. In the event that the Indemnitee, pursuant to this Section 6.111, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under that the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by the Company for Indemnitee in connection with such Expensesjudicial adjudication or arbitration shall be appropriately prorated.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 5.02 or 5.3 5.03 hereof that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.14.01 of this Agreement; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Company of Court, or (b) within 90 days after objections to his selection have been overruled by the request Court or (c) within 90 days after the time for that indemnificationthe Corporation or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 20 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.25.02, 5.3 5.03 or 5.45.04 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of DelawareCourt, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 6.01 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.16.01, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.16.01, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 6.01 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company Corporation is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.16.01, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses actually and reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 or 5.3 hereof that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.14.1 of this Agreement; (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company Corporation of the request for that indemnification; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.45.4 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Section 6.1, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company Corporation is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.