Common use of Presumptions and Effect of Certain Proceedings Clause in Contracts

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof and the burden of persuasion by clear and convincing evidence to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s actions based on the records or books of account of the Company or any other Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, officers, agents or employees of the Company or any other Enterprise in the course of their duties, or on the advice of legal counsel for the Company or any other Enterprise or on information or records given or reports made to the Company or any other Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or any other Enterprise. The provisions of this Section 11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. In addition, the knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 11(c) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) To The Secretary of the extent permitted by applicable lawCompany shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making a determination with respect to entitlement to indemnification hereundersuch request for indemnification, it the Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) If the failure person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company or of Independent Counsel such request, a requisite determination of entitlement to indemnification shall be deemed to have been made a determination prior and the Indemnitee shall be absolutely entitled to the commencement of any action pursuant to this Agreement that indemnification is proper such indemnification, absent actual fraud in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) request for indemnification. The termination of any Proceeding described in Sections 4 or of any claim, issue or matter therein, 5 by judgment, order, settlement settlement, or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) not, of itself adversely affect the right of Indemnitee to indemnification or (a) create a presumption that the Indemnitee did not act in good faith and in a manner which he or she the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company orCompany, and with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. unlawful or (cb) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee otherwise adversely affect the rights of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementexcept as may be provided herein.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a any determination with respect to entitlement to indemnification hereunder, it the person or persons or entity making such determination shall be presumed presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a10(a) of this Agreement, and the Company shall have the burden of proof and the burden of persuasion by clear and convincing evidence to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall or entry of an order of probation prior to judgment, does not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to meet the best interests requisite standard of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawfuldescribed herein for indemnification. (c) The knowledge and/or actions, or failure to act, of any other director, officer, employee or agent of the Company or any other director, trustee, officer, partner, manager, partnermanaging member, officerfiduciary, employee, employee or agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the any other right to indemnification under this Agreement. (d) For purposes of any determination as to Indemnitee’s entitlement of indemnification, Indemnitee shall be presumed to have met the standard of conduct for indemnification if, among other things and without limitation, Indemnitee relied on any information, opinion, report or statement, including any financial statement or other financial data or the records or books of account of the Company or any other Enterprise, prepared or presented by an officer or employee of the Company or any Enterprise whom Indemnitee reasonably believed to be reliable and competent in the matters presented, by a lawyer, certified public accountant, appraiser or other person or expert, as to a matter which Indemnitee reasonably believed to be within the person’s professional or expert competence, or, if Indemnitee was serving on the Board of Directors of the Company or as a member of any similar body of any Enterprise, by a committee of the Board of Directors or such other body on which Indemnitee does not serve, as to a matter within its designated authority, if Indemnitee reasonably believes the committee to merit confidence. The provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee meet, or be presumed to have met, the applicable standard of conduct set forth in this Agreement. (e) For purposes of this Agreement, Indemnitee shall be considered to have been wholly successful with respect to any Proceeding if such Proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to Indemnitee, (ii) it being Adjudged that Indemnitee was liable to the Company, (iii) a plea of guilty by Indemnitee, (iv) it being Adjudged that an act or omission of Indemnitee was material to the matter giving rise to the Proceeding and was (A) committed in bad faith or (B) the result of Indemnitee’s active and deliberate dishonesty, (v) it being Adjudged that Indemnitee actually received an improper personal benefit in money, property or services or (vi) with respect to any criminal proceeding, it being Adjudged that Indemnitee had reasonable cause to believe the act or omission was unlawful.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunder, it shall be presumed the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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 conductclear and convincing evidence. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which that he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith to the extent Indemnitee relied in good faith on (i) the records or books of account of the Enterprise, including financial statements, (ii) information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Enterprise or its board of directors or any committee of the board of directors. The knowledge and/or actionsprovisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (d) Neither the knowledge, or actions nor failure to act, act of any other director, manager, partner, officer, employee, agent or trustee employee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunder, it shall be presumed the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a10(a) of this Agreement, and the Company shall shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by such person, persons or entity of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith to the extent Indemnitee relied in good faith on (i) the records or books of account of the Enterprise, including financial statements, (ii) information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Enterprise or its board of directors or any committee of the board of directors. The knowledge and/or actionsprovisions of this Section 11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (d) Neither the knowledge, or actions nor failure to act, act of any other director, manager, partner, officer, employee, agent or trustee employee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a10(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee employee of the Company, any subsidiary of the Company, Company or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunder, it shall be presumed the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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 conductclear and convincing evidence. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith to the extent Indemnitee relied in good faith on (i) the records or books of account of the Enterprise, including financial statements, (ii) information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Enterprise or its board of directors or any committee of the board of directors. The knowledge and/or actionsprovisions of this Section 11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (d) Neither the knowledge, or actions nor failure to act, act of any other director, manager, partner, officer, employee, agent or trustee employee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof and the burden of persuasion by clear and convincing evidence to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) Indemnitee shall be deemed to have acted in good faith if ▇▇▇▇▇▇▇▇▇▇’s actions were based on the records or books of account of the Company or any other Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, officers, agents or employees of the Company or any other Enterprise in the course of their duties, or on the advice of legal counsel for the Company or any other Enterprise or on information or records given or reports made to the Company or any other Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or any other Enterprise. The provisions of this Section 11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. In addition, the knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 11(c) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunder, it the Person, Persons or entity making such determination shall be presumed presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement8(a), and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon on a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) The knowledge and/or actionsAny action taken by Indemnitee in connection with any employee benefit plan shall, if taken in good faith by Indemnitee and in a manner Indemnitee reasonably believed to be in the interest of the participants in or failure beneficiaries of that plan, be deemed to act, of any director, manager, partner, officer, employee, agent or trustee have been taken in a manner "not opposed to the best interests of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee " for all purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof and the burden of persuasion by clear and convincing evidence to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) Indemnitee shall be deemed to have acted in good faith if ▇▇▇▇▇▇▇▇▇▇’s actions based on the records or books of account of the Company or any other Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, officers, agents or employees of the Company or any other Enterprise in the course of their duties, or on the advice of legal counsel for the Company or any other Enterprise or on information or records given or reports made to the Company or any other Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or any other Enterprise. The provisions of this Section 11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. In addition, the knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 11(c) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) To The Secretary of the extent permitted by applicable lawCompany shall, promptly upon receipt of the Indemnitee's request for indemnification, advise in writing the Board of Directors, or such other person or persons as are empowered to make the determination pursuant to Section 7, that the Indemnitee has made such request for determination. Upon making a determination with respect to entitlement to indemnification hereundersuch request for indemnification, it the Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) If the failure of person or persons so empowered to make such determination shall have failed to make the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that requested indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination within 45 days after receipt by the Company or by Independent Counsel that Indemnitee has not met of such applicable standard request, the requisite determination of conduct, entitlement to indemnification shall be a defense deemed to have been made and the action or create a presumption that Indemnitee has not met shall be absolutely entitled to such indemnification, absent actual and material fraud in the applicable standard of conduct. (b) request for indemnification. The termination of any Proceeding action, suit, investigation or of any claim, issue proceeding described in Sections 3 or matter therein, 4 hereof by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere NOLO CONTENDERE or its equivalent, shall not not, of itself: (except as otherwise expressly provided in this Agreementa) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company orCompany, and, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. ; or (cb) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee otherwise adversely affect the rights of the CompanyIndemnitee to indemnification, any subsidiary of the Company, or any Enterprise shall not except as may be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementprovided herein.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunder, it the person or persons or entity making such determination shall be presumed presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a8(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding action, suit or proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in accordance with any standard of conduct that may be a manner which he or she reasonably believed condition to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawfulindemnification. (c) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the officers of the Company in the course of their duties, or on the advice of legal counsel for the Company or on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standards for indemnification set forth in this Agreement. (d) The knowledge and/or actions, actions or failure to act, act of any director, manager, partner, officer, employee, agent or trustee employee of the Company, any subsidiary of the Company, or any Enterprise Company shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. The Secretary of the Corporation (aor other officer designated by the Board of Directors) To shall, promptly upon receipt of Indemnitee's request for indemnification, advise in writing the extent permitted by applicable lawBoard of Directors, or such other person or persons empowered to make the determination as provided in Section 6, that Indemnitee has made such request for indemnification. Upon making a determination with respect to entitlement to indemnification hereundersuch request for indemnification, it Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company Corporation shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) If the failure person or persons so empowered to make such determination shall fail to make the requested indemnification within 60 days after receipt by the Corporation of such request, the Company or requisite determination of Independent Counsel entitlement to indemnification shall be deemed to have been made a determination prior and Indemnitee shall be absolutely entitled to the commencement of any action pursuant to this Agreement that indemnification is proper such indemnification, absent actual and material fraud in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) request for indemnification. The termination of any Proceeding described in Sections 2 or of any claim, issue or matter therein, 3 hereof by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not not, of itself: (except as otherwise expressly provided in this Agreementa) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she that Indemnitee reasonably believed to be in or not opposed to the best interests of the Company orCorporation, and, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. ; or (cb) The knowledge and/or actions, or failure to act, otherwise adversely affect the rights of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementexcept as may be provided herein.

Presumptions and Effect of Certain Proceedings. (a) To The Secretary of the extent permitted by applicable lawCompany shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making a determination with respect to entitlement to indemnification hereundersuch request for indemnification, it the Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) If the failure person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company or of Independent Counsel such request, a requisite determination of entitlement to indemnification shall be deemed to have been made a determination prior and the Indemnitee shall be absolutely entitled to the commencement of any action pursuant to this Agreement that indemnification is proper such indemnification, absent actual fraud in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) request for indemnification. The termination of any Proceeding described in Sections 4 or of any claim, issue or matter therein, 5 by judgment, order, settlement settlement, or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) not, of itself adversely affect the right of Indemnitee to indemnification or (a) create a presumption that the Indemnitee did not act in good faith and in a manner which he or she the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company orCompany, or with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. unlawful or (cb) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee otherwise adversely affect the rights of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementexcept as may be provided herein.

Presumptions and Effect of Certain Proceedings. (a) To The Secretary of the extent permitted by applicable lawCorporation shall, promptly upon receipt of Indemnitee's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that Indemnitee has made such request for indemnification. Upon making a determination with respect to entitlement to indemnification hereundersuch request for indemnification, it Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company Corporation shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) If the failure person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 30 calendar days after receipt by the Corporation of the Company or such request, a requisite determination of Independent Counsel entitlement to indemnification shall be deemed to have been made a determination prior and Indemnitee shall be absolutely entitled to the commencement of any action pursuant to this Agreement that indemnification is proper such indemnification, absent actual and material fraud in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) request for indemnification. The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not not, of itself: (except as otherwise expressly provided in this Agreementa) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Corporation, or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her Indemnitee's conduct was unlawful. ; or (cb) The knowledge and/or actions, or failure to act, otherwise adversely affect the rights of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementexcept as may be provided herein.

Presumptions and Effect of Certain Proceedings. (a) To Except as otherwise expressly provided herein, the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted hereunder upon submission of a request for indemnification together with the Supporting Documentation in accordance with Section 9(a) of this AgreementSubparagraph 3.2.1, and thereafter the Company shall have the burden of proof to overcome that presumption in connection reaching a contrary determination. In any event, if the person or persons empowered under Paragraph 3.2 to determine entitlement to indemnification have not been appointed or have not made a determination within 60 calendar days after receipt by the Company of the request therefor together with the making of any determination contrary Supporting Documentation, the Indemnitee shall be deemed to that presumption. Neither (i) be entitled to indemnification, and the failure of Indemnitee shall be entitled to such indemnification unless the Company establishes as provided in the final sentence of Paragraph 3.4.2 or by written opinion of Independent Counsel that: (a) the Indemnitee misrepresented or failed to have made disclose a determination prior to material fact in making the commencement of any action pursuant to this Agreement that request for indemnification is proper or in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company Supporting Documentation; or by 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. (b) such indemnification is prohibited by law. The termination of any Proceeding described in Paragraph 2, or of any claim, issue issue, or matter therein, by judgment, order, settlement settlement, or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) not, of itself itself, adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he or she the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunderindemnification, it the Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) If the Board of Directors, or such other person or persons empowered pursuant to Section 8 to make the determination of whether the Indemnitee is entitled to indemnification, shall have failed to make a determination as to entitlement to indemnification within 45 days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification or a prohibition of indemnification under applicable law. The termination of any Proceeding action, suit, investigation or of any claim, issue proceeding described in Section 3 or matter therein, 4 hereof by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not not, of itself: (except as otherwise expressly provided in this Agreementa) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he or he/she reasonably believed to be in or not opposed to the best interests of the Company orCompany, and, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had has reasonable cause to believe that his or her the Indemnitee’s conduct was unlawful. ; or (cb) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee otherwise adversely affect the rights of the CompanyIndemnitee to indemnification, any subsidiary of the Company, or any Enterprise shall not except as may be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementprovided herein.

Presumptions and Effect of Certain Proceedings. (a) To The Secretary of the extent permitted by applicable lawCompany shall, promptly upon receipt of Indemnitee's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 7 that Indemnitee has made such request for indemnification. Upon making a determination with respect to entitlement to indemnification hereundersuch request for indemnification, it Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) If the failure of person or persons so empowered to make such determination shall have failed to make the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that requested indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination within 45 days after receipt by the Company or by Independent Counsel that Indemnitee has not met of such applicable standard request, the requisite determination of conduct, entitlement to indemnification shall be a defense deemed to have been made and Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the action or create a presumption that Indemnitee has not met the applicable standard of conduct. (b) request for indemnification. The termination of any Proceeding action, suit, investigation or of any claim, issue proceeding described in Section 3 or matter therein, 4 hereof by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not not, of itself: (except as otherwise expressly provided in this Agreementa) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company orCompany, and, with respect to any criminal Proceedingaction or proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. ; or (cb) The knowledge and/or actions, or failure to act, otherwise adversely affect the rights of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementexcept as may be provided herein.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunder, it the Independent Counsel making such determination shall be presumed presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a10(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by the Independent Counsel of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or the Board or counsel selected by any committee of the Board or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser, investment banker or other expert selected with the reasonable care by the Company or the Board or any committee of the Board. The provisions of this Section 12(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (d) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee employee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To The Secretary of the extent permitted by applicable lawCorporation shall, promptly upon receipt of the Indemnitee's request for indemnification, advise in writing the Board of Directors, or such other person or persons as are empowered to make the determination pursuant to Section 7, that the Indemnitee has made such request for determination. Upon making a determination with respect to entitlement to indemnification hereundersuch request for indemnification, it the Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company Corporation shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) If the failure person or persons so empowered to make such determination shall have failed to make the requested indemnification within 45 days after receipt by the Corporation of such request, the Company or requisite determination of Independent Counsel entitlement to indemnification shall be deemed to have been made a determination prior and the Indemnitee shall be absolutely entitled to the commencement of any action pursuant to this Agreement that indemnification is proper such indemnification, absent actual and material fraud in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) request for indemnification. The termination of any Proceeding action, suit, investigation or of any claim, issue proceeding described in Section 3 or matter therein, 4 hereof by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not not, of itself: (except as otherwise expressly provided in this Agreementa) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company orCorporation, and, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. ; or (cb) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee otherwise adversely affect the rights of the CompanyIndemnitee to indemnification, any subsidiary of the Company, or any Enterprise shall not except as may be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementprovided herein.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunderindemnification, it the Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) If the Board of Directors, or such other person or persons empowered pursuant to Section 8 to make the determination of whether Indemnitee is entitled to indemnification, shall have failed to make a determination as to entitlement to indemnification within 45 days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification or a prohibition of indemnification under applicable law. The termination of any Proceeding action, suit, investigation or of any claim, issue proceeding described in Section 3 or matter therein, 4 hereof by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not not, of itself: (except as otherwise expressly provided in this Agreementa) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he or he/she reasonably believed to be in or not opposed to the best interests of the Company orCompany, and, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had has reasonable cause to believe that his or her the Indemnitee's conduct was unlawful. ; or (cb) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee otherwise adversely affect the rights of the CompanyIndemnitee to indemnification, any subsidiary of the Company, or any Enterprise shall not except as may be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementprovided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Corporation (aor other officer designated by the Board of Directors) To shall, promptly upon receipt of Indemnitee’s request for indemnification, advise in writing the extent permitted by applicable lawBoard of Directors, or such other person or persons empowered to make the determination as provided in Section 6, that Indemnitee has made such request for indemnification. Upon making a determination with respect to entitlement to indemnification hereundersuch request for indemnification, it Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company Corporation shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) If the failure person or persons so empowered to make such determination shall fail to make the requested indemnification within 60 days after receipt by the Corporation of such request, the Company or requisite determination of Independent Counsel entitlement to indemnification shall be deemed to have been made a determination prior and Indemnitee shall be absolutely entitled to the commencement of any action pursuant to this Agreement that indemnification is proper such indemnification, absent actual and material fraud in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) request for indemnification. The termination of any Proceeding described in Sections 2 or of any claim, issue or matter therein, 3 hereof by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not not, of itself: (except as otherwise expressly provided in this Agreementa) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she that Indemnitee reasonably believed to be in or not opposed to the best interests of the Company orCorporation, and, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. ; or (cb) The knowledge and/or actions, or failure to act, otherwise adversely affect the rights of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementexcept as may be provided herein.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunderindemnification, it the Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) If the Board of Directors, or such other person or persons empowered pursuant to Section 8 to make the determination of whether the Indemnitee is entitled to indemnification, shall have failed to make a determination as to entitlement to indemnification within 45 days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification or a prohibition of indemnification under applicable law. The termination of any Proceeding action, suit, investigation or of any claim, issue proceeding described in Section 3 or matter therein, 4 hereof by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not not, of itself: (except as otherwise expressly provided in this Agreementi) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he or he/she reasonably believed to be in or not opposed to the best interests of the Company orCompany, and, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had has reasonable cause to believe that his or her the Indemnitee’s conduct was unlawful. ; or (cii) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee otherwise adversely affect the rights of the CompanyIndemnitee to indemnification, any subsidiary of the Company, or any Enterprise shall not except as may be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementprovided herein.

Presumptions and Effect of Certain Proceedings. (a) To The Secretary of the extent permitted by applicable lawIndemnitors shall, promptly upon receipt of Indemnitee's request for indemnification, advise in making a writing its Board of Directors and the Boards of Directors of the other Indemnitors or such other person or persons empowered to make the determination with respect to entitlement to indemnification hereunder, it as provided in Section 7 that Indemnitee has made such request for indemnification. Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company Indemnitors shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) If the failure person or persons so empowered to make such determination shall have failed to make the requested indemnification within 60 days after receipt by the Indemnitors of such request, the Company or requisite determination of Independent Counsel entitlement to indemnification shall be deemed to have been made a determination prior and Indemnitee shall be absolutely entitled to the commencement of any action pursuant to this Agreement that indemnification is proper such indemnification, absent actual and material fraud in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) request for indemnification. The termination of any Proceeding action, suit, investigation or of any claim, issue proceeding described in Section 3 or matter therein, Section 4 hereof by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or --------------- its equivalent, shall not (except as otherwise expressly provided in this Agreement) not, of itself adversely affect the right of Indemnitee to indemnification or (a) create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company orIndemnitors, and, with respect to any criminal Proceedingaction or proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. unlawful or (cb) The knowledge and/or actions, or failure to act, otherwise adversely affect the rights of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementexcept as may be provided herein.

Presumptions and Effect of Certain Proceedings. (a) To The General Counsel of the extent permitted by applicable lawCompany shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making a determination with respect to entitlement to indemnification hereundersuch request for indemnification, it the Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) If the failure person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the General Counsel of the Company or of Independent Counsel such request, a requisite determination of entitlement to indemnification shall be deemed to have been made a determination prior and the Indemnitee shall be absolutely entitled to the commencement of any action pursuant to this Agreement that indemnification is proper such indemnification, absent actual fraud in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) request for indemnification. The termination of any Proceeding described in Sections 4 or of any claim, issue or matter therein, 5 by judgment, order, settlement settlement, or conviction, or upon a plea of guilty, nolo nobo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) not, of itself adversely affect the right of Indemnitee to indemnification or (a) create a presumption that the Indemnitee did not act in good faith and in a manner which he or she the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company orand/or its subsidiaries, and with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. unlawful or (cb) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee otherwise adversely affect the rights of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementexcept as may be provided herein.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunder, it the Independent Counsel making such determination shall be presumed presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a10(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by the Independent Counsel of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, guilty or nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or the Board or counsel selected by any committee of the Board or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser, investment banker or other expert selected with reasonable care by the Company or the Board or any committee of the Board. The provisions of this Section 12(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (d) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee employee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To The Secretary of the extent permitted by applicable lawCompany shall, promptly upon receipt of Indemnitee’s request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 8 that Indemnitee has made such request for indemnification. Upon making a determination with respect to entitlement to indemnification hereundersuch request for indemnification, it Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) If the failure of person or persons so empowered to make such determination shall have failed to make the Company or of Independent Counsel requested determination with respect to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination within 30 calendar days after receipt by the Company or by Independent Counsel that Indemnitee has not met of such applicable standard request, a requisite determination of conduct, entitlement to indemnification shall be a defense deemed to have been made and Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the action or create a presumption that Indemnitee has not met the applicable standard of conduct. (b) request for indemnification. The termination of any Proceeding described in Sections 3 or of any claim, issue or matter therein, 4 by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not not, of itself: (except as otherwise expressly provided in this Agreementa) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her Indemnitee’s conduct was unlawful. ; or (cb) The knowledge and/or actions, or failure to act, otherwise adversely affect the rights of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementexcept as may be provided herein.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunder, it the person, persons or entity making such determination shall be presumed presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company Corporation shall have the burden of proof to overcome that presumption by clear and convincing evidence in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither (i) the failure by or on behalf of the Company or of Independent Counsel Corporation to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by or on behalf of the Company or by Independent Counsel Corporation 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. (b) The termination of any Proceeding proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Corporation or, with respect to any criminal Proceedingproceeding, that Indemnitee had reasonable cause to believe that his or her ▇▇▇▇▇▇▇▇▇▇’s conduct was unlawful. (c) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its subsidiaries, including financial statements, or on information supplied to Indemnitee by the directors, managers, or officers of the Corporation or its subsidiaries in the course of their duties, or on the advice of legal counsel for the Corporation, its subsidiaries, its board, any committee of such board or any director, trustee, general partner, manager, or managing member, or on information or records given or reports made to the Corporation, its board, any committee of the board or any director, trustee, general partner, manager, or managing member, by an independent certified public accountant or by an appraiser or other expert selected by the Corporation, its subsidiaries, its board, any committee of the board or any director, trustee, general partner, manager, or managing member. The provisions of this Section 5(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement. (d) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee other representative of the Company, any subsidiary of the Company, or any Enterprise Corporation shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To The Secretary of the extent permitted by applicable lawCompany shall, promptly upon receipt of the Indemnitee's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 7 that the Indemnitee has made such request for indemnification. Upon making a determination with respect to entitlement to indemnification hereundersuch request for indemnification, it the Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) If the failure of person or persons so empowered to make such determination shall have failed to make the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that requested indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination within 60 days after receipt by the Company or by Independent Counsel that Indemnitee has not met of such applicable standard request, the requisite determination of conduct, entitlement to indemnification shall be a defense deemed to have been made and the action or create a presumption that Indemnitee has not met shall be absolutely entitled to such indemnification, absent actual and material fraud in the applicable standard of conduct. (b) request for indemnification. The termination of any Proceeding action, suit, investigation or of any claim, issue proceeding described in Section 3 or matter therein, 4 hereof by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not not, of itself: (except as otherwise expressly provided in this Agreementa) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company orCompany, and, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. ; or (cb) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee otherwise adversely affect the rights of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementexcept as may be provided herein.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company (including by its directors or of Independent Counsel Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company (including by its directors or by Independent Counsel 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. (b) If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be made in accordance with Section 14; provided, however, that such thirty (30) day period may be extended for a reasonable time if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto or for compliance with applicable advance notice provisions or delivery of meeting materials in connection with any stockholder or board meeting. (c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was not unlawful. (c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunder, it the Independent Counsel making such determination shall be presumed presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a10(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by the Independent Counsel of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or the Board or counsel selected by any committee of the Board or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser, investment banker or other expert selected with reasonable care by the Company or the Board or any committee of the Board. The provisions of this Section 12(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (d) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee employee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof and the burden of persuasion by clear and convincing evidence to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s actions were based on the records or books of account of the Company or any other Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, officers, agents or employees of the Company or any other Enterprise in the course of their duties, or on the advice of legal counsel for the Company or any other Enterprise or on information or records given or reports made to the Company or any other Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or any other Enterprise. The provisions of this Section 11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. In addition, the knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 11(c) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) To The Secretary of the extent permitted by applicable lawCompany shall, promptly upon receipt of the Indemnitee's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 6 that the Indemnitee has made such request for indemnification. Upon making a determination with respect to entitlement to indemnification hereundersuch request for indemnification, it the Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) If the failure of person or persons so empowered to make such determination shall have failed to make the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that requested indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination within 45 days after receipt by the Company or by Independent Counsel that Indemnitee has not met of such applicable standard request, the requisite determination of conduct, entitlement to indemnification shall be a defense deemed to have been made and the action or create a presumption that Indemnitee has not met indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the applicable standard of conduct. (b) request for indemnification. The termination of any Proceeding action, suit, investigation or of any claim, issue proceeding described in Section 2 or matter therein, 3 hereof by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not not, of itself: (except as otherwise expressly provided in this Agreementa) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company orcompany, and, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. ; or (cb) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee otherwise adversely affect the rights of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementexcept as may be provided herein.

Presumptions and Effect of Certain Proceedings. (i) A person referred to in Subsection (a) To the extent permitted by applicable law, in making of this Section claiming a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled right to indemnification under this Agreement if Indemnitee has submitted a request Section shall be presumed (except as may be otherwise expressly provided in this Section or required by applicable law) to be entitled to such indemnification upon submission of an application for indemnification in accordance with Section 9(a) of this AgreementSubsection (c), and the Company shall have the burden of proof to overcome that the presumption in any determination contrary to the presumption. (ii) Unless the determination is to be made by Independent Counsel, if the person or persons empowered under Subsection (c) of this Section to determine entitlement to indemnification shall not have made and furnished the determination in writing to the claimant within 60 days after receipt by the Company of the application for indemnification, the determination of entitlement to indemnification shall be deemed to have been made in favor of the claimant unless the claimant knowingly misrepresented a material fact in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company application or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that such indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination prohibited by the Company or by 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. (b) law. The termination of any Proceeding Proceeding, or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee a claimant to indemnification or create a presumption that Indemnitee a claimant did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining would deny him the right to indemnification under this Agreementindemnification.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a any determination with respect to entitlement to indemnification hereunder, it the person or persons or entity making such determination shall be presumed presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a10(a) of this Agreement, and the Company shall have the burden of proof to overcome overcoming that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall or entry of an order of probation prior to judgment, does not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to meet the best interests requisite standard of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawfuldescribed herein for indemnification. (c) The knowledge and/or actions, or failure to act, of any other director, officer, employee or agent of the Company or any other director, trustee, officer, partner, manager, partnermanaging member, officerfiduciary, employeeemployee or agent of any other foreign or domestic corporation, agent partnership, limited liability company, joint venture, trust, employee benefit plan or trustee of the Company, any subsidiary of the Company, or any Enterprise other enterprise shall not be imputed to Indemnitee for purposes of determining the any other right to indemnification under this Agreement. (d) If Independent Counsel is engaged to make a determination regarding advance of expenses in accordance with Section 8, there shall be a rebuttable presumption by Independent Counsel that the Indemnitee did not engage in Disabling Conduct if the Indemnitee shall be a Disinterested Director, or such other person who may be entitled to such a rebuttable presumption under Section 17(h) of the Investment Company Act and judicial interpretations thereof, or interpretations thereof by the Securities and Exchange Commission or its Staff.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunder, it shall be presumed the person, persons or entity making that determination must presume that Indemnitee is entitled to indemnification under this Agreement hereunder if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement8(a), and the Company shall will have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither (i) the failure of the Company (including by its directors or of Independent Counsel independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company (including by its directors or by Independent Counsel independent legal 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon on a plea of guilty, nolo contendere or its equivalent, shall will not (except as this Agreement otherwise expressly provided in this Agreementprovides) of itself adversely affect the right of Indemnitee to indemnification hereunder or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) The knowledge and/or actionsAny action Indemnitee takes or omits to take in connection with any employee benefit plan will, if taken or failure omitted in good faith by Indemnitee and in a manner Indemnitee reasonably believed to actbe in the interest of the participants in or beneficiaries of that plan, of any director, manager, partner, officer, employee, agent be deemed to have been taken or trustee omitted in a manner “not opposed to the best interests of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee ” for all purposes of determining the right to indemnification under this Agreementhereof.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunder, it the person or persons or entity making such determination shall be presumed presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a10(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel (including by its Board, its independent legal counsel and its stockholders) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification or advancement of expenses is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or (including by Independent Counsel its Board, its independent legal counsel and its stockholders) 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement (with or without court approval) or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her Indemnitee’s conduct was unlawful. (c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To Except as otherwise expressly provided in this Article 4, if a Change in Control shall have occurred, the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it Potential Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted Article 4 (with respect to actions or omissions occurring prior to such Change in Control) upon submission of a request for indemnification together with the Supporting Documentation in accordance with Section 9(a4.5(a)(i) of this AgreementArticle 4, and thereafter the Company Corporation shall have the burden of proof to overcome that presumption in connection with reaching a contrary determination. In any event, if the making person or persons empowered under Section 4.5(a) of any determination contrary this Article 4 to that presumption. Neither (i) the failure of the Company determine entitlement to indemnification shall not have been appointed or of Independent Counsel to shall not have made a determination prior to within 60 days after the commencement later of any action pursuant to this Agreement that (x) the receipt by the Corporation of the written request for indemnification together with the Supporting Documentation and (y) final disposition of the Proceeding in respect of which indemnification is proper in sought, the circumstances because Potential Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by Independent Counsel that Indemnitee has not met such applicable standard of conduct, shall be a defense deemed to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. (b) be, and shall be, entitled to indemnification. The termination of any Proceeding Proceeding, or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) not, of itself itself, adversely affect the right of the Potential Indemnitee to indemnification or create a presumption that the Potential Indemnitee did not act in good faith and in a manner which he or she the Potential Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Corporation or, with respect to any criminal Proceeding, that the Potential Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To The Secretary of the extent permitted by applicable lawCompany shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making a determination with respect to entitlement to indemnification hereundersuch request for indemnification, it the Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) If the failure person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company or of Independent Counsel such request, a requisite determination of entitlement to indemnification shall be deemed to have been made a determination prior and the Indemnitee shall be absolutely entitled to the commencement of any action pursuant to this Agreement that indemnification is proper such indemnification, absent actual fraud in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) request for indemnification. The termination of any Proceeding described in Sections 4 or of any claim, issue or matter therein, 5 by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) not, of itself adversely affect the right of Indemnitee to indemnification or (a) create a presumption that the Indemnitee did not act in good faith and in a manner which he or she the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company orCompany, or with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. unlawful or (cb) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee otherwise adversely affect the rights of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementexcept as may be provided herein.

Presumptions and Effect of Certain Proceedings. (a) To No initial finding by the extent permitted by applicable lawBoard, its counsel, Independent Counsel, arbitrators or the stockholders shall be effective to deprive Indemnitee of the protection of this indemnity, nor shall a court or other forum to which Indemnitee may apply for enforcement of this indemnity give any weight to any such adverse finding in deciding any issue before it. Upon making a determination with respect to entitlement to indemnification hereunderrequest for indemnification, it Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of reaching any determination contrary to that presumptiondetermination. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement settlement, arbitration award or conviction, or upon a plea of guilty, nolo contendere NOLO CONTENDERE or its equivalent, shall not not, of itself, (except as otherwise expressly provided in this Agreementa) of itself adversely affect the right rights of Indemnitee to indemnification or except as indemnification may be expressly prohibited under this Agreement, (b) create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, or (c) with respect to any criminal Proceedingaction or proceeding, create a presumption that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunderindemnification, it the Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) If the Board of Directors, or such other person or persons empowered pursuant to Section 8 to make the determination of whether Indemnitee is entitled to indemnification, shall have failed to make a determination as to entitlement to indemnification within 45 days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification or a prohibition of indemnification under applicable law. The termination of any Proceeding action, suit, investigation or of any claim, issue proceeding described in Section 3 or matter therein, 4 hereof by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not not, of itself: (except as otherwise expressly provided in this Agreementa) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he or he/she reasonably believed to be in or not opposed to the best interests of the Company orCompany, and, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had has reasonable cause to believe that his or her the Indemnitee’s conduct was unlawful. ; or (cb) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee otherwise adversely affect the rights of the CompanyIndemnitee to indemnification, any subsidiary of the Company, or any Enterprise shall not except as may be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementprovided herein.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in making a determination with respect to entitlement to An Indemnitee seeking indemnification hereunder, it shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted upon submission of a request for indemnification in accordance with Section 9(a) of this Agreementwritten request, and thereafter the Company Corporation shall have the burden of proof to overcome that presumption in connection with reaching a contrary determination. In any event, if the making Corporation shall not have made a determination within thirty (30) days after receipt of any determination contrary a written request therefor, the Indemnitee seeking indemnification shall be deemed to that presumption. Neither be, and shall be, entitled to indemnification unless (i) the failure of the Company Indemnitee intentionally misrepresented or of Independent Counsel failed to have made disclose a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper material fact in the circumstances because Indemnitee has met the applicable standard of conduct, nor written request for indemnification or (ii) an actual determination such indemnification is prohibited by the Company or by 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. (b) DGCL. The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or convictionsettlement, conviction or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) not, of itself adversely affect the right of Indemnitee to indemnification or itself, create a presumption that the Indemnitee (a) did not act in good faith and in a manner which he or she the Indemnitee reasonably believed to be in in, or at least not opposed to to, the best interests of the Company or, Corporation or (b) with respect to any criminal Proceedingaction or proceeding, that Indemnitee had reasonable cause to believe that his or her such conduct was unlawful. (c) The . Furthermore, the knowledge and/or actions, or actions or failure to act, act of any other director, manager, partner, officer, employee, employee or agent or trustee of the CompanyCorporation or other enterprise, any subsidiary of the Companyas applicable, or any Enterprise shall not be imputed to the Indemnitee for purposes of determining the right Indemnitee’s entitlement to indemnification under this AgreementARTICLE EIGHT.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunder, it the Disinterested Directors or Independent Counsel, as applicable, making such determination shall be presumed presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumptionindemnification. Neither (i) the failure of the Company nor of the Disinterested Directors or of Independent Counsel Counsel, as applicable, to have made a determination prior to the commencement of any Advance or indemnification action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by the Disinterested Directors or Independent Counsel Counsel, as applicable, that Indemnitee has not met such applicable standard of conduct, shall be a defense available to the Company to the Advance or indemnification action or create a presumption that Indemnitee has not met the applicable standard of conductconduct necessary to obtain an Advance or indemnification. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, guilty or nolo contendere or its equivalentother than to a felony, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith (i) in any action that does not require, as an element of the claim or cause of action, the establishment of any state of mind inconsistent with a finding of good faith or (ii) if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or the Board or counsel selected by any committee of the Board or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser, investment banker or other expert selected with reasonable care by the Company or the Board or any committee of the Board. The provisions of this Section 12(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (d) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee employee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To The Secretary of the extent permitted by applicable lawCompany shall, promptly upon receipt of the Indemnitee's request for indemnification, advise in writing the Board of Directors, or such other person or persons as are empowered to make the determination pursuant to Section 7, that the Indemnitee has made such request for determination. Upon making a determination with respect to entitlement to indemnification hereundersuch request for indemnification, it the Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) If the failure of person or persons so empowered to make such determination shall have failed to make the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that requested indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination within 45 days after receipt by the Company or by Independent Counsel that Indemnitee has not met of such applicable standard request, the requisite determination of conduct, entitlement to indemnification shall be a defense deemed to have been made and the action or create a presumption that Indemnitee has not met shall be absolutely entitled to such indemnification, absent actual and material fraud in the applicable standard of conduct. (b) request for indemnification. The termination of any Proceeding action, suit, investigation or of any claim, issue proceeding described in Section 3 or matter therein, 4 hereof by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not not, of itself: (except as otherwise expressly provided in this Agreementa) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company orCompany, and, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. ; or (cb) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee otherwise adversely affect the rights of the CompanyIndemnitee to indemnification, any subsidiary of the Company, or any Enterprise shall not except as may be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementprovided herein.

Presumptions and Effect of Certain Proceedings. (a) To The Secretary of the extent permitted by applicable lawCompany shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making a determination with respect to entitlement to indemnification hereundersuch request for indemnification, it the Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) If the failure person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company or of Independent Counsel such request, a requisite determination of entitlement to indemnification shall be deemed to have been made a determination prior and the Indemnitee shall be absolutely entitled to the commencement of any action pursuant to this Agreement that indemnification is proper such indemnification, absent actual fraud in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) request for indemnification. The termination of any Proceeding described in Sections 4 or of any claim, issue or matter therein, 5 by judgment, order, settlement settlement, or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) not, of itself adversely affect the right of Indemnitee to indemnification or (a) create a presumption that the Indemnitee did not act in good faith and in a manner which he or she the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company orCompany, or with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. unlawful or (cb) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee otherwise adversely affect the rights of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementexcept as may be provided herein.

Presumptions and Effect of Certain Proceedings. (a) To Except as otherwise expressly provided in this Agreement, the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it Director shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted upon submission of a written request for indemnification together with the Supporting Documentation in accordance with Section 9(a2(b) of this Agreementhereof, and thereafter the Company Corporation shall have the burden of proof to overcome that such presumption in connection reaching a contrary determination. In any event, if a determination of the Director’s entitlement to indemnification shall not have been made within sixty (60) days after receipt by the Corporation of the Director’s written request therefor together with the making of any determination contrary Supporting Documentation, the Director shall be deemed to that presumption. Neither be entitled to indemnification and shall be entitled to such indemnification unless (iA) the failure of Director misrepresented or failed to disclose a material fact in making the Company request for indemnification or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that (B) such indemnification is proper prohibited by applicable law as then in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) effect. The termination of any Proceeding action, suit or of any claim, issue or matter therein, proceeding by judgment, order, settlement or convictionsettlement, conviction or upon a plea of guilty, nolo contendere or its equivalentequivalent shall not, shall not (except as otherwise expressly provided in this Agreement) of itself itself, adversely affect the right of Indemnitee the Director to indemnification or create a presumption that Indemnitee the Director did not act in good faith and in a manner which he or she the Director reasonably believed to be in or not opposed to the best interests of the Company Corporation or, with respect to any criminal Proceedingaction or proceeding, that Indemnitee the Director had reasonable cause to believe that his or her conduct was unlawful. (c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in making a determination with respect to entitlement to An Indemnitee seeking indemnification hereunder, it shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted upon submission of a request for indemnification in accordance with Section 9(a) of this Agreementwritten request, and thereafter the Company Corporation shall have the burden of proof to overcome that presumption in connection with reaching a contrary determination. In any event, if the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to Corporation shall not have made a determination prior within thirty (30) days after receipt of a written request therefor, the Indemnitee seeking indemnification shall be deemed to be, and shall be, entitled to indemnification unless (a) the commencement of any action pursuant Indemnitee intentionally misrepresented or failed to this Agreement that indemnification is proper disclose a material fact in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company written request for indemnification or by 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. (b) such indemnification is prohibited by the DGCL. The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or convictionsettlement, conviction or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) not, of itself adversely affect the right of Indemnitee to indemnification or itself, create a presumption that the Indemnitee (i) did not act in good faith and in a manner which he or she the Indemnitee reasonably believed to be in in, or at least not opposed to to, the best interests of the Company or, Corporation or (ii) with respect to any criminal Proceedingaction or proceeding, that Indemnitee had reasonable cause to believe that his or her such conduct was unlawful. (c) The . Furthermore, the knowledge and/or actions, or actions or failure to act, act of any other director, manager, partner, officer, employee, employee or agent or trustee of the CompanyCorporation or other enterprise, any subsidiary of the Companyas applicable, or any Enterprise shall not be imputed to the Indemnitee for purposes of determining the right Indemnitee’s entitlement to indemnification under this Agreement.Article V.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither [Include in Director Agreement][Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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.] (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To The Secretary of the extent permitted by applicable lawCompany shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 8 that the Indemnitee has made such request for indemnification. Upon making a determination with respect to entitlement to indemnification hereundersuch request for indemnification, it the Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) If the failure person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company or of Independent Counsel such request, a requisite determination of entitlement to indemnification shall be deemed to have been made a determination prior and the Indemnitee shall be absolutely entitled to the commencement of any action pursuant to this Agreement that indemnification is proper such indemnification, absent actual fraud in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) request for indemnification. The termination of any Proceeding described in Sections 4 or of any claim, issue or matter therein, 5 by judgment, order, settlement settlement, or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) not, of itself adversely affect the right of Indemnitee to indemnification or (a) create a presumption that the Indemnitee did not act in good faith and in a manner which he or she the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company orCompany, or with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. unlawful or (cb) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee otherwise adversely affect the rights of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementexcept as may be provided herein.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunder, it shall be presumed the Reviewing Party shall, to the fullest extent not prohibited by law, including the Act, presume that Indemnitee is entitled to indemnification under this Agreement Deed if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement8(a), and the Company shall Reviewing Party shall, to the fullest extent not prohibited by law, including the Act, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel Reviewing Party to have made a determination prior to the commencement of any action pursuant to this Agreement Deed that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by Independent Counsel Reviewing Party 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. (b) The termination of any Proceeding or Criminal Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this AgreementDeed) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Adient or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her Indemnitee’s conduct was unlawful. (c) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of any Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, officers or other Officials of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser, financial advisor or other expert selected with reasonable care by or on behalf of such Enterprise as to matters Indemnitee reasonably believes are within such Person’s professional or expert competence. The provisions of this Section 10(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. (d) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee Official of the Company, any subsidiary of the Company, Enterprise or any Enterprise other person shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this AgreementDeed.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof and the burden of persuasion by clear and convincing evidence to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her Indemnitee’s conduct was unlawful. (c) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s actions are based on good faith reliance on the records or books of account of the Company or any other Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, officers, agents or employees of the Company or any other Enterprise in the course of their duties, or on the advice of legal counsel for the Company or any other Enterprise or on information or records given or reports made to the Company or any other Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or any other Enterprise. The provisions of this Section 11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. In addition, the knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 11(c) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) To Except as otherwise expressly provided in this Article, the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted Article upon submission of a request for indemnification together with the Supporting Documentation in accordance with Section 9(a) of this Agreement6.4(b)(i), and thereafter the Company Fund shall have the burden of proof to overcome that presumption in connection with reaching a contrary determination. In any event, if the making of any determination contrary person or persons empowered under Section 6.4(b) to that presumption. Neither (i) the failure of the Company determine entitlement to indemnification shall not have been appointed or of Independent Counsel to shall not have made a determination prior within 60 days after receipt by the Fund of the request therefor together with the Supporting Documentation, the Indemnitee shall be deemed to be entitled to indemnification and the commencement of any action pursuant Indemnitee shall be entitled to this Agreement that such indemnification unless (A) the Indemnitee misrepresented or failed to disclose a material fact in making the request for indemnification or in the Supporting Documentation or (B) such indemnification is proper in prohibited by law (including the circumstances because Indemnitee has met MGCL and the Investment Company Act). Subject to applicable standard of conductlaw (including the MGCL and the Investment Company Act), nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding described in Section 6.1, or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) not, of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did is not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right entitled to indemnification under this AgreementArticle.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it The Director shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, Indemnification hereunder unless clearly not entitled to such Indemnification by clear and the Company shall have the burden of convincing proof to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by Independent Counsel that Indemnitee has not met such applicable standard of conduct, payment shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conductunlawful. (b) If the Company shall not have responded to the Director's request for Indemnification pursuant to Section 7 hereof within thirty (30) days after receipt by the Company of such request therefor, the Director shall be deemed to be entitled to such Indemnification. (c) The termination of any Proceeding relating to an Indemnified Event or of any claim, issue issue, or matter therein, therein by judgment, order, settlement settlement, or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee the Director to indemnification Indemnification or create a presumption that Indemnitee the Director did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests meet any applicable standard of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawfulconduct. (cd) The knowledge and/or actionsNotwithstanding any other provision of this Agreement, the Director shall in no event be required to repay any Expense payments advanced to the Director and no defense can or shall be raised by the Company to a request for Indemnification pursuant to Section 7 to the extent the Director has been successful on the merits or otherwise in defense of any Proceeding related to an Indemnified Event, or failure to act, in defense of any directorclaim, managerissue or matter involved in any Indemnified Event therein, partner, officer, employee, agent or trustee whether as a result of the Company, any subsidiary of initial adjudication or on appeal or the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementabandonment thereof by a party.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. [Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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.] (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To The Secretary of the extent permitted by applicable lawCompany shall, promptly upon receipt of Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 8 that Indemnitee has made such request for indemnification. Upon making a determination with respect to entitlement to indemnification hereundersuch request for indemnification, it Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) If the failure of person or persons so empowered to make such determination shall have failed to make the Company or of Independent Counsel requested determination with respect to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination within 30 calendar days after receipt by the Company or by Independent Counsel that Indemnitee has not met of such applicable standard request, a requisite determination of conduct, entitlement to indemnification shall be a defense deemed to have been made and Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the action or create a presumption that Indemnitee has not met the applicable standard of conduct. (b) request for indemnification. The termination of any Proceeding described in Sections 3 or of any claim, issue or matter therein, 4 by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not not, of itself: (except as otherwise expressly provided in this Agreementa) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her Indemnitee’s conduct was unlawful. ; or (cb) The knowledge and/or actions, or failure to act, otherwise adversely affect the rights of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementexcept as may be provided herein.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in making a determination with respect to entitlement to the permissibility of indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Special Legal Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by Independent Special Legal 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to meet the best interests applicable standard of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawfulfor indemnification under this Agreement. (c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a10(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee Representative of the Company, any subsidiary of the Company, Company or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunderindemnification, it the Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) If the Board of Directors, or such other person or persons empowered pursuant to Section 8 to make the determination of whether Indemnitee is entitled to indemnification, shall have failed to make a determination as to entitlement to indemnification within 45 days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification or a prohibition of indemnification under applicable law. The termination of any Proceeding action, suit, investigation or of any claim, issue proceeding described in Section 3 or matter therein, 4 hereof by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not not, of itself: (except as otherwise expressly provided in this Agreementa) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he or he/she reasonably believed to be in or not opposed to the best interests of the Company orCompany, and, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had has reasonable cause to believe that his or her the Indemnitee’s conduct was unlawful. ; or (cb) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee otherwise adversely affect the rights of the CompanyIndemnitee to indemnification, any subsidiary of the Company, or any Enterprise shall not except as may be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementprovided herein.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunder, it the person or persons or entity making such determination shall be presumed presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a8(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither (i) the failure of the Company (including by its directors or of Independent Counsel independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company (including by its directors or by Independent Counsel independent legal 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or settlement, conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in in, or not opposed to to, the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a any determination with respect to entitlement to indemnification hereunder, it the person or persons or entity making such determination shall be presumed presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a10(a) of this Agreement, and the Company shall have the burden of proof to overcome overcoming that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall or entry of an order of probation prior to judgment, does not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to meet the best interests requisite standard of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawfuldescribed herein for indemnification. (c) The knowledge and/or actions, or failure to act, of any other trustee, officer, employee or agent of the Company or any other director, trustee, officer, partner, manager, partnermanaging member, officerfiduciary, employeeemployee or agent of any other foreign or domestic corporation, agent partnership, limited liability company, joint venture, trust, employee benefit plan or trustee of the Company, any subsidiary of the Company, or any Enterprise other enterprise shall not be imputed to Indemnitee for purposes of determining the any other right to indemnification under this Agreement. (d) If Independent Counsel is engaged to make a determination regarding advance of expenses in accordance with Section 8, there shall be a rebuttable presumption by Independent Counsel that the Indemnitee did not engage in Disabling Conduct if the Indemnitee shall be a Disinterested Trustee, or such other person who may be entitled to such a rebuttable presumption under Section 17(h) of the Investment Company Act and judicial interpretations thereof, or interpretations thereof by the Securities and Exchange Commission or its Staff.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunderindemnification, it the Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) If the Board of Directors, or such other person or persons empowered pursuant to Section 9 to make the determination of whether the Indemnitee is entitled to indemnification, shall have failed to make a determination as to entitlement to indemnification within 45 days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification or a prohibition of indemnification under applicable law. The termination of any Proceeding action, suit, investigation or of any claim, issue proceeding described in Sections 4 or matter therein, 5 hereof by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not not, of itself: (except as otherwise expressly provided in this Agreementi) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he or he/she reasonably believed to be in or not opposed to the best interests of the Company Company, or, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had has reasonable cause to believe that his or her the Indemnitee’s conduct was unlawful. ; or (cii) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee otherwise adversely affect the rights of the CompanyIndemnitee to indemnification, any subsidiary of the Company, or any Enterprise shall not except as may be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementprovided herein.

Presumptions and Effect of Certain Proceedings. (a) To The Secretary of the extent permitted by applicable lawCompany shall, promptly upon receipt of Indemnitee’s request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 8 above that Indemnitee has made such request for indemnification. Upon making a determination with respect to entitlement to indemnification hereundersuch request for indemnification, it Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company shall have the burden of proof to overcome that presumption by clear and convincing evidence in connection with the making of any determination contrary to that such presumption. Neither (i) If the failure of person or persons so empowered to make such determination shall have failed to make the Company or of Independent Counsel requested determination with respect to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination within 30 calendar days after receipt by the Company or by Independent Counsel that Indemnitee has not met of such applicable standard request, a requisite determination of conduct, entitlement to indemnification shall be a defense deemed to have been made and Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the action or create a presumption that Indemnitee has not met the applicable standard of conduct. (b) request for indemnification. The termination of any Proceeding described in Sections 3 or of any claim, issue or matter therein, 4 above by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not not, of itself: (except as otherwise expressly provided in this Agreementa) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her Indemnitee’s conduct was unlawful. ; or (cb) The knowledge and/or actions, or failure to act, otherwise adversely affect the rights of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementexcept as may be provided herein.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a any determination with respect to entitlement to indemnification hereunder, it the person or persons or entity making such determination shall be presumed presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a10(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall or entry of an order of probation prior to judgment, does not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to meet the best interests requisite standard of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawfuldescribed herein for indemnification. (c) The knowledge and/or actions, or failure to act, of any other director, officer, employee or agent of the Company or any other director, trustee, officer, partner, manager, partnermanaging member, officerfiduciary, employeeemployee or agent of any other foreign or domestic corporation, agent partnership, limited liability company, joint venture, trust, employee benefit plan or trustee of the Company, any subsidiary of the Company, or any Enterprise other enterprise shall not be imputed to Indemnitee for purposes of determining the any other right to indemnification under this Agreement. (d) For purposes of any determination of whether any act or omission of the Indemnitee met the requisite standard of conduct described herein for indemnification, each act of the Indemnitee shall be deemed to have met such standard if the Indemnittee’s action is based on the records or books of accounts of the Company, including financial statements, or on information supplied to the Indemnitee by the officers of the Company in the course of their duties, or on the advice of legal counsel for the Company or on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company. The provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement or under applicable law.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunder, it the person, persons or entity making such determination shall be presumed presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) 4 of this Agreement, and the Company shall have bear the burden of proof to overcome rebut that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, therein by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company Company, or, with respect to any criminal Proceedingaction or proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) The knowledge and/or actions, Indemnitee's conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in and beneficiaries of the plan shall be deemed to be conduct that Indemnitee reasonably believed to be in or failure not opposed to act, the best interests of the Company. (d) For purposes of any directordetermination hereunder, manager, partner, officer, employee, agent Indemnitee shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or trustee not opposed to the best interests of the Company, or, with respect to any subsidiary criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action was based on (i) the records or books of account of the CompanyCompany or another Person, including financial statements, (ii) information supplied to him by the officers of the Company or another Person in the course of their duties, (iii) the advice of legal counsel for the Company or another Person, or (iv) information or records given or reports made to the Company or another Person by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another Person. the term "another Person" as used in this Agreement shall mean any Enterprise other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as an officer, director, partner, trustee, employee or agent. The provisions of this Section 6(d) shall not be imputed deemed to limit in any way the other circumstances in which Indemnitee for purposes may be deemed to have met the applicable standard of determining the right to indemnification under this Agreementconduct set forth in Section 1.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in making a determination with respect to entitlement to the permissibility of indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Special Legal Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by Independent Special Legal 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to meet the best interests applicable standard of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawfulfor indemnification under this Agreement. (c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the CompanyCompany or the Parent, any subsidiary of the Companytheir subsidiaries, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To The Indemnitor shall, promptly upon receipt of the extent permitted by applicable lawIndemnitee’s written request for indemnification, advise in writing the Board of Directors of the Indemnitor or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making a determination with respect to entitlement to indemnification hereundersuch request for indemnification, it the Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company Indemnitor shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) If the failure person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Indemnitor of the Company or such request, a requisite determination of Independent Counsel entitlement to indemnification shall be deemed to have been made a determination prior and the Indemnitee shall be absolutely entitled to the commencement of any action pursuant to this Agreement that indemnification is proper such indemnification, absent actual fraud in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) request for indemnification. The termination of any Proceeding described in Sections 4 or of any claim, issue or matter therein, 5 by judgment, order, settlement settlement, or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) not, of itself adversely affect the right of Indemnitee to indemnification or (a) create a presumption that the Indemnitee did not act in good faith and in a manner which he or she the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company orCompany, and with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. unlawful or (cb) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee otherwise adversely affect the rights of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementexcept as may be provided herein.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. It shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (d) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the officers of the Company in the course of their duties, or on the advice of legal counsel for the Company or on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected by the Company. Whether or not the foregoing provisions of this Section 9(d) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such Proceeding with or without payment of money or other consideration), it shall be presumed that Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a11(a) of this Agreement, and the Company shall have the burden of proof and the burden of persuasion by clear and convincing evidence to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) The knowledge and/or or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee employee of the Company, any subsidiary of the Company, Company or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (d) Indemnitee shall be deemed to have acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or with respect to any criminal action or proceeding, to not have had a reasonable cause to believe such Indemnitee’s conduct was unlawful for purposes of indemnification under this Agreement if Indemnitee’s actions are based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the directors, officers, agents or employees of the Company in the course of their duties, or on the advice of legal counsel for the Company or on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected by the Company. Whether or not the foregoing provisions of this Section 13(d) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or with respect to any criminal action or proceeding, Indemnitee did not have a reasonable cause to believe such ▇▇▇▇▇▇▇▇▇▇’s conduct was unlawful. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion, by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) 11 of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumptionpresumption by clear and convincing evidence. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests meet any applicable standard of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawfulconduct. (c) The knowledge and/or actions, or failure to act, of any other director, manager, partner, officer, employee, agent or trustee employee of the Company, any subsidiary of the Company, Company or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To The Secretary of the extent permitted by applicable lawCompany shall, promptly upon receipt of Indemnitee’s request for indemnification, advise in writing the Board or such other person or persons empowered to make the determination as provided in Section 8 that Indemnitee has made such request for indemnification. Upon making a determination with respect to entitlement to indemnification hereundersuch request for indemnification, it Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) If the failure of person or persons so empowered to make such determination shall have failed to make the Company or of Independent Counsel requested determination with respect to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination within 30 calendar days after receipt by the Company or by Independent Counsel that Indemnitee has not met of such applicable standard request, a requisite determination of conduct, entitlement to indemnification shall be a defense deemed to have been made and Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the action or create a presumption that Indemnitee has not met the applicable standard of conduct. (b) request for indemnification. The termination of any Proceeding described in Sections 3 or of any claim, issue or matter therein, 4 by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not not, of itself: (except as otherwise expressly provided in this Agreementa) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her Indemnitee’s conduct was unlawful. ; or (cb) The knowledge and/or actions, or failure to act, otherwise adversely affect the rights of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementexcept as may be provided herein.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a any determination with respect to entitlement to indemnification hereunder, it the person or persons or entity making such determination shall be presumed presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a10(a) of this Agreement, and the Company shall have the burden of proof and the burden of persuasion by clear and convincing evidence to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall or entry of an order of probation prior to judgment, does not of itself (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to meet the best interests requisite standard of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawfuldescribed herein for indemnification. (c) The knowledge and/or actions, or failure to act, of any other director, officer, employee or agent of the Company or any other director, trustee, officer, partner, manager, partnermanaging member, officerfiduciary, employee, employee or agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the any other right to indemnification under this Agreement. (d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if, among other things and without limitation, Indemnitee’s action is based on any information, opinion, report or statement, including any financial statement or other financial data or the records or books of account of the Company or any other Enterprise, prepared or presented by an officer or employee of the Company or any Enterprise whom Indemnitee reasonably believed to be reliable and competent in the matters presented, by a lawyer, certified public accountant, appraiser or other person or expert, as to a matter which Indemnitee reasonably believed to be within the person’s professional or expert competence, or, if Indemnitee was serving on the Board of the Company or as a member of any similar body of any Enterprise, by a committee of the Board or such other body on which Indemnitee does not serve, as to a matter within its designated authority, if Indemnitee reasonably believes the committee to merit confidence. The provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee meet, or be presumed to have met, the applicable standard of conduct set forth in this Agreement. (e) For purposes of this Agreement, Indemnitee shall be presumed to have been wholly successful with respect to any Proceeding if such Proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to Indemnitee, (ii) it being Adjudged that Indemnitee was liable to the Company, (iii) a plea of guilty by Indemnitee, (iv) it being Adjudged that an act or omission of Indemnitee was material to the matter giving rise to the Proceeding and was (A) committed in bad faith or (B) the result of Indemnitee’s gross negligence or active and deliberate dishonesty, (v) it being Adjudged that Indemnitee actually received an improper personal benefit in money, property or services and/or (vi) with respect to any criminal proceeding, it being Adjudged that Indemnitee had reasonable cause to believe the act or omission was unlawful. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) To The Secretary of the extent permitted by applicable lawCompany shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors, or such other person or persons empowered to make the determination as provided in Section 9, that the Indemnitee has made such request for indemnification. Upon making a determination with respect to entitlement to indemnification hereundersuch request for indemnification, it the Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) If the failure person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company or of Independent Counsel such request, a requisite determination of entitlement to indemnification shall be deemed to have been made a determination prior and the Indemnitee shall be absolutely entitled to the commencement of any action pursuant to this Agreement that indemnification is proper such indemnification, absent actual fraud in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) request for indemnification. The termination of any Proceeding described in Sections 4 or of any claim, issue or matter therein, 5 by judgment, order, settlement settlement, or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) not, of itself adversely affect the right of Indemnitee to indemnification or (a) create a presumption that the Indemnitee did not act in good faith and in a manner which he or she the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company orCompany, and with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. unlawful or (cb) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee otherwise adversely affect the rights of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementexcept as may be provided herein.

Presumptions and Effect of Certain Proceedings. (a) To The Secretary of the extent permitted by applicable lawCompany shall, promptly upon receipt of Indemnitee’s request for indemnification, advise in writing the Board or such other person or persons empowered to make the determination as provided in Section 7 that Indemnitee has made such request for indemnification. Upon making a determination with respect to entitlement to indemnification hereundersuch request for indemnification, it Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither If the person or persons so empowered to make such determination shall have failed to make the requested indemnification within sixty (i60) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination days after receipt by the Company or by Independent Counsel that Indemnitee has not met of such applicable standard request, the requisite determination of conduct, entitlement to indemnification shall be a defense deemed to have been made and Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the action or create a presumption that Indemnitee has not met the applicable standard of conduct. (b) request for indemnification. The termination of any Proceeding action, suit, investigation, or of any claim, issue proceeding described in Section 3 or matter therein, 4 hereof by judgment, order, settlement settlement, or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not not, of itself: (except as otherwise expressly provided in this Agreementi) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act acted in good bad faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company orCompany, and, with respect to any criminal Proceedingaction or proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. ; or (cii) The knowledge and/or actions, or failure to act, otherwise adversely affect the rights of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementexcept as may be provided herein.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a10(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee employee of the Company, any subsidiary of the Company, Company or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To The ---------------------------------------------- Secretary of the extent permitted by applicable lawCompany shall, promptly upon receipt of the Indemnitee's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 7 that the Indemnitee has made such request for indemnification. Upon making a determination with respect to entitlement to indemnification hereundersuch request for indemnification, it the Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) If the failure of person or persons so empowered to make such determination shall have failed to make the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that requested indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination within 45 days after receipt by the Company or by Independent Counsel that Indemnitee has not met of such applicable standard request, the requisite determination of conduct, entitlement to indemnification shall be a defense deemed to have been made and the action or create a presumption that Indemnitee has not met shall be absolutely entitled to such indemnification, absent actual and material fraud in the applicable standard of conduct. (b) request for indemnification. The termination of any Proceeding action, suit, investigation or of any claim, issue proceeding described in Section 3 or matter therein, 4 hereof by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not not, ---- ---------- of itself: (except as otherwise expressly provided in this Agreementa) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he or she the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company orCompany, and, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had reasonable cause to believe that his or his/her conduct was unlawful. ; or (cb) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee otherwise adversely affect the rights of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementexcept as may be provided herein.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a any determination with respect to entitlement to indemnification hereunder, it the person or persons or entity making such determination shall be presumed presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a10(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall or entry of an order of probation prior to judgment, does not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to meet the best interests requisite standard of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawfuldescribed herein for indemnification. (c) The knowledge and/or actions, or failure to act, of any other director, officer, employee or agent of the Company or any other director, trustee, officer, partner, manager, partnermanaging member, officerfiduciary, employeeemployee or agent of any other foreign or domestic corporation, agent partnership, limited liability company, joint venture, trust, employee benefit plan or trustee of the Company, any subsidiary of the Company, or any Enterprise other enterprise shall not be imputed to Indemnitee for purposes of determining the any other right to indemnification under this Agreement. (d) For purposes of any determination of whether any act or omission of the Indemnitee met the requisite standard of conduct described herein for indemnification, each act of the Indemnitee shall be deemed to have met such standard if the Indemnitee’s action is based on the records or books of accounts of the Company, including financial statements, or on information supplied to the Indemnitee by the officers of the Company in the course of their duties, or on the advice of legal counsel for the Company or on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company. The provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement or under applicable law.

Presumptions and Effect of Certain Proceedings. (a) To Except as otherwise expressly provided in this Article 4, if a Change in Control shall have occurred, the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it Potential Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted Article 4 (with respect to actions or omissions occurring prior to such Change in Control) upon submission of a request for indemnification together with the Supporting Documentation in accordance with Section 9(a4.05(a)(i) of this AgreementArticle 4, and thereafter the Company Corporation shall have the burden of proof to overcome that presumption in connection with reaching a contrary determination. In any event, if the making person or persons empowered under Section 4.05(a) of any determination contrary this Article 4 to that presumption. Neither (i) the failure of the Company determine entitlement to indemnification shall not have been appointed or of Independent Counsel to shall not have made a determination prior to within 60 days after the commencement later of any action pursuant to this Agreement that (x) the receipt by the Corporation of the written request for indemnification together with the Supporting Documentation and (y) final disposition of the Proceeding in respect of which indemnification is proper in sought, the circumstances because Potential Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by Independent Counsel that Indemnitee has not met such applicable standard of conduct, shall be a defense deemed to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. (b) be, and shall be, entitled to indemnification. The termination of any Proceeding Proceeding, or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) not, of itself itself, adversely affect the right of the Potential Indemnitee to indemnification or create a presumption that the Potential Indemnitee did not act in good faith and in a manner which he or she that the Potential Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Corporation or, with respect to any criminal Proceeding, that the Potential Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in Upon making a determination with respect to entitlement to indemnification hereunderrequest for indemnification, it Officer shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with reaching any contrary determination. If the making person or persons so empowered to make the determination shall have failed to make the requested determination within 60 days after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or other disposition or partial disposition of any Proceeding or any other event which could enable the Company to determine Officer's entitlement to indemnification, the requisite determination contrary of entitlement to that presumption. Neither indemnification shall be deemed to have been made and Officer shall be absolutely entitled to indemnification under this Agreement, absent (i) the failure misrepresentation by Officer of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper material fact in the circumstances because Indemnitee has met the applicable standard of conduct, nor request for indemnification or (ii) an actual determination a specific finding that all or any part of such indemnification is expressly prohibited by the Company or by 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. (b) law. The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement settlement, arbitration award or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself (a) adversely affect the right rights of Indemnitee Officer to indemnification or create except as may be provided herein, (b) credit a presumption that Indemnitee Officer did not act in good faith and in a manner which he or she [he] reasonably believed to be in or not opposed to the best interests of the Company orCompany, or (c) with respect to any criminal Proceedingaction or proceeding, create a presumption that Indemnitee Officer had reasonable cause to believe that his or her [his] conduct was unlawful. (c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunder, it the person or persons or entity making such determination shall be presumed presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a11(a) of this Agreement, and the Company Corporation shall have the burden of proof to overcome that presumption in connection with the making by such person or persons or entity of any determination contrary to that presumption. Neither (i) the failure of the Company or of Corporation (including by its directors, Independent Counsel or stockholders) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or Corporation (including by its directors, Independent Counsel or stockholders) 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company Corporation or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) The knowledge and/or actions, or failure to act, of any director, manager, partnerconsultant, officer, employee, agent or trustee employee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable lawExcept as otherwise expressly provided in this Agreement, in making a determination with respect to entitlement to indemnification hereunder, it Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted upon submission of a request for indemnification together with the Supporting Documentation in accordance with Section 9(a) of this Agreement3(b)(i), and thereafter the Company shall have the burden of proof to overcome that presumption in connection with reaching a contrary determination. In any event, if the making of any determination contrary person or persons empowered under Section 3(b) to that presumption. Neither (i) the failure of the Company determine entitlement to indemnification shall not have been appointed or of Independent Counsel to shall not have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor within sixty (ii60) an actual determination days after receipt by the Company or by Independent Counsel that of the request therefor together with the Supporting Documentation, Indemnitee has not met such applicable standard of conduct, shall be deemed to be entitled to indemnification and shall be entitled to such indemnification unless (A) Indemnitee misrepresented or failed to disclose a defense to material fact in making the action request for indemnification or create a presumption that Indemnitee has not met in the applicable standard of conduct. Supporting Documentation or (bB) such indemnification is prohibited by law. The termination of any Proceeding described in Section 1, or of any claim, issue or matter thereinherein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) not, of itself itself, adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunder, it the person or persons or entity making such determination shall be presumed presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a8(a) of this Agreementhereof, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding action, suit or proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in accordance with any standard of conduct that may be a manner which he or she reasonably believed condition to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawfulindemnification. (c) For purposes of any determination of good faith, ▇▇▇▇▇▇▇▇▇▇ shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the officers of the Company in the course of their duties, or on the advice of legal counsel for the Company or on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standards for indemnification set forth in this Agreement. (d) The knowledge and/or actions, actions or failure to act, act of any director, manager, partner, officer, employee, agent or trustee employee of the Company, any subsidiary of the Company, or any Enterprise Company shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement Deed if Indemnitee has submitted a request for indemnification in accordance with Section 9(a8(a) of this AgreementDeed, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement Deed that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this AgreementDeed) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company Company, any of its Subsidiaries, or an Enterprise, as applicable, or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee Representative of the Company, any subsidiary of the Company, its Subsidiaries or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this AgreementDeed.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunderindemnification, it the Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) If the Board of Directors, or such other person or persons empowered pursuant to Section 9 to make the determination of whether the Indemnitee is entitled to indemnification, shall have failed to make a determination as to entitlement to indemnification within 45 days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification or a prohibition of indemnification under applicable law. The termination of any Proceeding action, suit, investigation or of any claim, issue proceeding described in Sections 4 or matter therein, 5 hereof by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not not, of itself: (except as otherwise expressly provided in this Agreementi) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he or he/she reasonably believed to be in or not opposed to the best interests of the Company Company, or, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had has reasonable cause to believe that his or her the Indemnitee's conduct was unlawful. ; or (cii) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee otherwise adversely affect the rights of the CompanyIndemnitee to indemnification, any subsidiary of the Company, or any Enterprise shall not except as may be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementprovided herein.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a any determination with respect to entitlement to indemnification hereunder, it the person or persons or entity making such determination shall be presumed presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a10(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall or entry of an order of probation prior to judgment, does not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to meet the best interests requisite standard of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawfuldescribed herein for indemnification. (c) The knowledge and/or actions, or failure to act, of any other director, officer, employee or agent of the Company or any other director, trustee, officer, partner, manager, partnermanaging member, officerfiduciary, employeeemployee or agent of any other foreign or domestic corporation, agent partnership, limited liability company, joint venture, trust, employee benefit plan or trustee of the Company, any subsidiary of the Company, or any Enterprise other enterprise shall not be imputed to Indemnitee for purposes of determining the any other right to indemnification under this Agreement. (d) For purposes of any determination of whether any act or omission of Indemnitee met the requisite standard of conduct described herein for indemnification, each act of Indemnitee shall be deemed to have met such standard if Indemnitee’s action is based on the records or books of accounts of the Company, including financial statements, or on information supplied to Indemnitee by the officers of the Company in the course of their duties, or on the advice of legal counsel for the Company or on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company, provided that in each instance, such reliance is in accordance with Section 2-405.1(d) of the MGCL. The provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement or under applicable law.

Presumptions and Effect of Certain Proceedings. (a) To The Secretary of the extent permitted by applicable lawCompany shall, promptly upon receipt of Indemnitee’s request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 7 that Indemnitee has made such request for indemnification. Upon making a determination with respect to entitlement to indemnification hereundersuch request for indemnification, it Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) If the failure of person or persons so empowered to make such determination shall have failed to make the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that requested indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination within 60 days after receipt by the Company or by Independent Counsel that Indemnitee has not met of such applicable standard request, the requisite determination of conduct, entitlement to indemnification shall be a defense deemed to have been made and Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the action or create a presumption that Indemnitee has not met the applicable standard of conduct. (b) request for indemnification. The termination of any Proceeding action, suit, investigation or of any claim, issue proceeding described in Section 3 or matter therein, 4 hereof by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) not, of itself adversely affect the right of Indemnitee to indemnification or (a) create a presumption that Indemnitee did not act in good faith and in a manner which he or she Indemnitee reasonably believed to be in or not opposed to the best interests of the Company orCompany, and, with respect to any criminal Proceedingaction or proceeding, that Indemnitee had reasonable cause to believe that his or her Indemnitee’s conduct was unlawful. unlawful or (cb) The knowledge and/or actions, or failure to act, otherwise adversely affect the rights of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementexcept as may be provided herein.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a any determination with respect to entitlement to indemnification hereunder, it the person or persons or entity making such determination shall be presumed presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a10(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall does not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in meet the requisite standard of conduct described herein for indemnification. The termination of any Proceeding or of any claim, issue or matter therein, by conviction, or a manner which he plea of nolo contendere or she reasonably believed its equivalent, or an entry of an order of probation prior to be in or judgment, creates a rebuttable presumption that the Indemnitee did not opposed to meet the best interests requisite standard of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawfuldescribed herein for indemnification. (c) The knowledge and/or actions, or failure to act, of any other director, officer, employee or agent of the Company or any other director, trustee, officer, partner, manager, partnermanaging member, officerfiduciary, employeeemployee or agent of any other foreign or domestic corporation, agent partnership, limited liability company, joint venture, trust, employee benefit plan or trustee of the Company, any subsidiary of the Company, or any Enterprise other enterprise shall not be imputed to Indemnitee for purposes of determining the any right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof and the burden of persuasion by clear and convincing evidence to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s actions are based on the records or books of account of the Company or any other Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, officers, agents or employees of the Company or any other Enterprise in the course of their duties, or on the advice of legal counsel for the Company or any other Enterprise or on information or records given or reports made to the Company or any other Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or any other Enterprise. The provisions of this Section 11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. In addition, the knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 11(c) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunder, it the person or persons or entity making such determination shall be presumed presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of Agreement. Anyone seeking to overcome this Agreement, and the Company presumption shall have the burden of proof to overcome that presumption in connection with and the making burden of any determination contrary to that presumptionpersuasion by clear and convincing evidence. Neither (i) the failure of the Company Companies (including by their respective directors or of Independent Counsel independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company Companies (including by their respective directors or by Independent Counsel independent legal 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. (b) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 9(b) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of either of the Companies. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (c) If the person, persons or entity empowered or selected under this Section 9 to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Companies of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or 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; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto. (d) Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Boards shall act reasonably and in good faith in making a determination regarding Indemnitee’s entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne, jointly and severally, by the Companies (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Companies hereby indemnify, exonerate and agree to hold Indemnitee harmless therefrom. (e) The Companies acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (f) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of either of the Company Companies or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (cg) The knowledge and/or actions, or failure to act, of any other director, managerofficer, trustee, partner, officermanaging member, employeefiduciary, agent or trustee employee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in 13.1 In making a determination with respect to entitlement to indemnification hereunder, it the person, persons or entity making such determination shall be presumed presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) 11.2 of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither (i) the failure of the Company (including by its directors or of Independent Counsel Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company (including by its directors or by Independent Counsel 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. (b) 13.2 The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee ▇▇▇▇▇▇▇▇▇▇ had reasonable cause to believe that his or her conduct was unlawful. (c) 13.3 For purposes of any determination of good faith, ▇▇▇▇▇▇▇▇▇▇ shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, managers, managing members, or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager, or managing member or on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member. The provisions of this Section 13.4 shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement. 13.4 The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, partnermanaging member, officer, employeefiduciary, agent or trustee employee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To If a Change in Control shall have occurred, the extent permitted by applicable law, in person or persons making a determination with respect to entitlement to indemnification hereunder, it shall be presumed presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with presumption. (b) If the making of any determination contrary person or persons empowered or selected to that presumption. Neither (i) the failure of the Company or of Independent Counsel determine whether Indemnitee is entitled to indemnification shall not have made a determination prior within sixty (60) days after being selected or empowered to do so (or within ninety (90) days thereafter, if such determination is to be made by the commencement stockholders), the requisite determination of any action pursuant entitlement to this Agreement that indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, unless such indemnification is proper in the circumstances because Indemnitee has met the specifically prohibited under applicable standard of conduct, nor (ii) an actual determination by the Company or by 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 conductlaw. (bc) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon by a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a10(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company Mural Group or Enterprise, as applicable, or, with respect to any criminal Proceeding, that Indemnitee ▇▇▇▇▇▇▇▇▇▇ had reasonable cause to believe that his or her conduct was unlawful. (c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee Representative of the Company, any subsidiary of the Company, a Mural Company or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement7(a), and the Company Determining Body shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel Determining Body to have made a determination prior to the commencement of any action pursuant by Indemnitee to enforce this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard Standard of conductConduct, nor (ii) an actual determination by the Company or by Independent Counsel Determining Body that Indemnitee has not met such applicable standard the Standard of conductConduct, shall be a defense to the such action or create a presumption that Indemnitee has not met the applicable standard Standard of conduct. (b) Conduct. The termination of any Proceeding or of any claim, issue or matter therein, Claim therein by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to satisfy the best interests Standard of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) Conduct. The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee employee of any member of the Company, any subsidiary of the Company, or any Enterprise Group shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement Deed if Indemnitee has submitted a request for indemnification in accordance with Section 9(a10(a) of this AgreementDeed, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement Deed that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this AgreementDeed) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or any of its Subsidiaries or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee Representative of the Company, any subsidiary of the Company, its Subsidiaries or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this AgreementDeed.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to entitlement to indemnification hereunder, it shall be presumed the person or persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement Deed if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement10(a), and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither (i) the failure of the Company (or its directors) or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement Deed that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company (or its directors) or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this AgreementDeed) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action or inaction is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or the board of directors of the Company or counsel selected by any committee of the board of directors of the Company or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser, investment banker or other expert selected with reasonable care by the Company or the board of directors of the Company or any committee of the board of directors of the Company. The provisions of this Section 12(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. (d) The knowledge and/or actions, or failure to act, of any director, managersecretary, officer, executive, trustee, partner, officermanaging member, employee, agent or trustee fiduciary of the Company, any subsidiary of the Company, or any Enterprise (not being Indemnitee) shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this AgreementDeed.

Presumptions and Effect of Certain Proceedings. (a) To The Secretary of the extent permitted by applicable lawCompany shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section ‎9 that the Indemnitee has made such request for indemnification. Upon making a determination with respect to entitlement to indemnification hereundersuch request for indemnification, it the Indemnitee shall be presumed that Indemnitee is to be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, hereunder and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that such presumption. Neither (i) If the failure person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company or of Independent Counsel such request, a requisite determination of entitlement to indemnification shall, to the extent not prohibited by applicable law, be deemed to have been made a determination prior and the Indemnitee shall be absolutely entitled to the commencement of any action pursuant to this Agreement that indemnification is proper such indemnification, absent actual fraud in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) request for indemnification. The termination of any Proceeding described in Sections ‎4 or of any claim, issue or matter therein, ‎5 by judgment, order, settlement settlement, or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) not, of itself adversely affect the right of Indemnitee to indemnification or (a) create a presumption that the Indemnitee did not act in good faith and in a manner which he or she the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company orand/or its subsidiaries, and with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. unlawful or (cb) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee otherwise adversely affect the rights of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementexcept as may be provided herein.

Presumptions and Effect of Certain Proceedings. (a) To the extent permitted by applicable law, in In making a determination with respect to such entitlement to indemnification hereunder, it the Independent Counsel making such determination shall be presumed presume that Indemnitee is entitled to indemnification under this Agreement Deed if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement8(a), and the Company shall have the burden of proof to overcome that presumption in connection with the making by the Independent Counsel of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement Deed that indemnification is proper in the circumstances because Indemnitee has met the any applicable standard of conduct, nor (ii) an actual determination by the Company or by 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. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this AgreementDeed) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith honestly and in a manner which he or she reasonably believed and that Indemnitee ought fairly to be in excused for the negligence, default, breach of duty or not opposed to the best interests breach of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawfultrust. (c) For purposes of any determination of honesty and reasonableness, Indemnitee shall be deemed to have acted honestly and reasonably if Indemnitee’s action or inaction is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or the board of directors of the Company or counsel selected by any committee of the board of directors of the Company or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser, investment banker or other expert selected with reasonable care by the Company or the board of directors of the Company or any committee of the board of directors of the Company. The provisions of this Section 10(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. (d) The knowledge and/or actions, or failure to act, of any director, manager, partnersecretary, officer, employeeexecutive, employee or agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this AgreementDeed.