Methods of Determination. Except as specified in subparagraph 2(c)(2), upon the Trustee’s request for indemnification or advancement of Expenses, a determination with respect to the Trustee’s entitlement thereto shall be made: (i) if there has been no Change in Control by, in the Independent Trustees’ sole discretion, a quorum of the Board consisting of Independent Trustees, or (if such a quorum is not obtainable or such Independent Trustees so direct) by Independent Counsel, or (ii) if there has been a Change in Control, by Independent Counsel; provided, that with regard to advancements no such determination shall be necessary if (x) the Fund shall have received written confirmation in reasonably acceptable form that the Fund is insured against all such losses arising by reason of any lawful advancements and that the insurer will pay all the Expenses of the Trustee in a reasonably prompt manner, or (y) the Trustee has provided an adequate security interest in addition to his affirmation and undertaking to repay (as required by subparagraph 3(a) above).
Appears in 3 contracts
Sources: Indemnification Agreement (City National Rochdale Strategic Credit Fund), Indemnification Agreement (City National Rochdale Select Strategies Fund), Indemnification Agreement (City National Rochdale Select Strategies Fund)