Common use of Procedure for Determination of Entitlement to Indemnification Clause in Contracts

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written demand therefor. The Secretary of the Company shall, promptly upon receipt of such a demand for indemnification, provide copies of the demand to the Board. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum of the Board consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Any Independent Counsel, member of the Board or shareholder of the Company shall act reasonably and in good faith in making a determination regarding Indemnitee’s entitlement to indemnification under this Agreement. (c) The Company shall pay the fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement as such pursuant hereto.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain 5.1 Whenever Indemnitee believes that Indemnitee is entitled to indemnification under pursuant to this Agreement, Indemnitee shall submit a written request for indemnification (the "Indemnification Request") to the Company to the attention of the President with a written demand thereforcopy to the Secretary. This request shall include documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee. Determination of Indemnitee's entitlement to indemnification shall be made no later than forty-five days after receipt of the Indemnification Request. The President or the Secretary of the Company shall, promptly upon receipt of such a demand Indemnitee's request for indemnification, provide copies advise the Board of Directors of the demand Company (the "Board") in writing that Indemnitee has made such request for indemnification. 5.2 Indemnitee shall set forth in the Indemnification Request one of the following methods to the Boarddetermine whether Indemnitee is entitled to indemnification: (a) A majority vote of Independent Directors even though less than a quorum or a written opinion of an Independent Counsel (provided there are no such directors or if such directors so direct). (b) Upon written request by Indemnitee for indemnification pursuant to In the first sentence event of Section 7(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurredof Control, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum of the Board consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Any Independent Counsel, member of the Board or shareholder of the Company shall act reasonably and in good faith in making a determination regarding Indemnitee’s entitlement to indemnification under this Agreement. (c) A decision by the court in which the Proceeding is or was pending upon application by Indemnitee. (d) If the Board so agrees, by the stockholders of the Company in a vote that excludes the shares held by directors who are not Independent Directors. The Company shall pay the fees and expenses of Independent Counsel, if one is appointed, and shall agree agrees to fully indemnify such Independent Counsel against bear any and all expenses, claims, liabilities costs and damages arising out of or relating to this Agreement expenses incurred by Indemnitee or the Independent Counsel’s engagement as such pursuant heretoCompany in connection with the determination of Indemnitee's entitlement to indemnification by any of the above forums.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written demand therefor. The Secretary of the Company shall, promptly upon receipt of such a demand for indemnification, provide copies of the demand to the Board. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum of the Board consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Any Independent Counsel, member of the Board or shareholder of the Company shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. (c) The Company shall pay the fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement as such pursuant hereto.

Procedure for Determination of Entitlement to Indemnification. (a) 9.1 To obtain indemnification under this AgreementAgreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company a written demand thereforrequest, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of any such a demand request for indemnification, provide copies of advise the demand to the BoardBoard in writing that Indemnitee has requested indemnification. (b) 9.2 Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a)9.1 hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific such case: (i) if a Change in Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the Board or the shareholders, in which case such determination shall be made in the manner provided for in clauses (ii) or (iii) of this Section 9.2) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in of Control shall not have occurred or ifoccurred, after a Change in Control, Indemnitee shall so requestat the election of the Company, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested TrusteesDirectors, or (B) if a quorum of the Board consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such quorum by a majority of a committee of the Board consisting of two or more Disinterested Trustees so directsDirectors, or (C) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (CD) if so directed by a majority of the members of the Board, by the shareholders of the Company, by a majority vote of a quorum consisting of shareholders who are not parties to the proceeding, or if no such quorum is obtainable, by a majority vote of shareholders who are not parties to such proceeding; and, if or (iii) as provided in Section 10.2 of this Agreement. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Any Independent CounselIndemnitee shall cooperate with the person, member of the Board persons or shareholder of the Company shall act reasonably and in good faith in entity making a such determination regarding with respect to Indemnitee’s entitlement to indemnification under 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 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 by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. 9.3 If a Change in Control shall have occurred, Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee (or the Board, as the case may be) shall give written notice to the other party advising it of the identity of Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within seven days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement. (c) , and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by I▇▇▇▇▇▇▇▇▇ of a written request for indemnification pursuant to Section 9.1 hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction, for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9.2 hereof. The Company shall pay the any and all reasonable fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify Counsel incurred by such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating in connection with its actions pursuant to this Agreement Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 9.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding pursuant to Section 11.1(iii) of this Agreement, Independent Counsel’s engagement as Counsel shall be discharged and relieved of any further responsibility in such pursuant heretocapacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) 9.1 To obtain indemnification under this AgreementAgreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company a written demand thereforrequest, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of any such a demand request for indemnification, provide copies of advise the demand to the BoardBoard in writing that Indemnitee has requested indemnification. (b) 9.2 Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a)9.1 hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific such case: (i) if a Change in Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the Board or the shareholders, in which case such determination shall be made in the manner provided for in clauses (ii) or (iii) of this Section 9.2) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in of Control shall not have occurred or ifoccurred, after a Change in Control, Indemnitee shall so requestat the election of the Company, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested TrusteesDirectors, or (B) if a quorum of the Board consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such quorum by a majority of a committee of the Board consisting of two or more Disinterested Trustees so directsDirectors, or (C) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (CD) if so directed by a majority of the members of the Board, by the shareholders of the Company, by a majority vote of a quorum consisting of shareholders who are not parties to the proceeding, or if no such quorum is obtainable, by a majority vote of shareholders who are not parties to such proceeding; and, if or (iii) as provided in Section 10.2 of this Agreement. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Any Independent CounselIndemnitee shall cooperate with the person, member of the Board persons or shareholder of the Company shall act reasonably and in good faith in entity making a such determination regarding with respect to Indemnitee’s entitlement to indemnification under 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 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 by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. 9.3 If a Change in Control shall have occurred, Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee (or the Board, as the case may be) shall give written notice to the other party advising it of the identity of Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within seven days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement. (c) , and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by ▇▇▇▇▇▇▇▇▇▇ of a written request for indemnification pursuant to Section 9.1 hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction, for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9.2 hereof. The Company shall pay the any and all reasonable fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify Counsel incurred by such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating in connection with its actions pursuant to this Agreement Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 9.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding pursuant to Section 11.1(iii) of this Agreement, Independent Counsel’s engagement as Counsel shall be discharged and relieved of any further responsibility in such pursuant heretocapacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall must submit to the Company a written demand thereforrequest therefor which includes, or is accompanied by, such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to that indemnification. The Secretary Indemnitee may request indemnification hereunder at any time and from time to time as Indemnitee deems appropriate in Indemnitee's sole discretion. In the case of any request for indemnification under Section 2(a) as to any Claim which is pending or threatened at the time Indemnitee delivers that request to the Company and would not be resolved with finality, whether by judgment, order, settlement or otherwise, on payment of the indemnification requested, the Company shall, promptly upon receipt may defer the determination under Section 5(c) of such Indemnitee's entitlement to that indemnification to a demand for indemnification, provide copies date that is no later than 45 days after the effective date of that final resolution if the demand Board concludes in good faith that an earlier determination would be materially prejudicial to the BoardCompany or a Related Enterprise. (b) Upon On written request by Indemnitee under Section 5(a) for indemnification pursuant to the first sentence of under Section 7(a2(a), the determination of Indemnitee's entitlement to that indemnification will be made: (1) if Indemnitee will be a determinationdirector or officer of the Company at the time that determination is made, under Section 5(c) in each case; or (2) if Indemnitee will not be a director or officer of the Company at the time that determination is made, under Section 5(c) in any case, if required so requested in writing by applicable lawIndemnitee or so directed by the Board, with respect or, in the absence of that request and direction, as the Board shall duly authorize or direct. (c) Each determination of Indemnitee's entitlement to Indemnitee’s entitlement thereto shall promptly indemnification under Section 2(a) to which this Section 5(c) applies will be made in as follows: (1) by a majority vote of the specific case: Disinterested Directors, even though less than a quorum; or (i2) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum; or (3) if (A) there are no Disinterested Directors or (B) a Change in Control shall have occurredmajority vote of the Disinterested Directors so directs, by an Independent Counsel in a written opinion to the Board, a copy of which shall be delivered the Company will deliver to Indemnitee; or (ii) provided, however, that if a Change Indemnitee has so requested in Control shall not have occurred or ifIndemnitee's request for indemnification, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum of the Board consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by an Independent Counsel will make that determination in a written opinion to the Board, a copy of which shall be delivered the Company will deliver to Indemnitee, or . (Cd) if so directed by a majority of the members of the Board, by the shareholders of the Company; and, if If it is so determined that Indemnitee is entitled to indemnificationindemnification under Section 2(a), payment the Partnership will, or will cause another Partnership Entity to, subject to the provisions of Section 5(f): (1) within 10 days after that determination pay to Indemnitee shall be made all amounts (A) theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination and (B) requested from the Company in writing by Indemnitee; and (2) thereafter on written request by Indemnitee, pay to Indemnitee within ten (10) 10 days after that request such additional amounts theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination. Any Independent CounselIndemnitee will cooperate with the person, member of persons or entity making the Board or shareholder of the Company shall act reasonably and in good faith in making a determination regarding under Section 5(c) with respect to Indemnitee’s 's entitlement to indemnification under this AgreementSection 2(a), including providing to such person, persons or entity, on reasonable advance request, any documentation or information that is: (1) not privileged or otherwise protected from disclosure; (2) reasonably available to Indemnitee; and (3) reasonably necessary to that determination. (ce) If an Independent Counsel is to make a determination under Section 5(c) of entitlement to indemnification under Section 2(a), it will be selected by the Company with the consent of the Indemnitee (which consent shall not be unreasonably withheld). The Company shall Partnership will pay the any and all reasonable fees and expenses the Independent Counsel incurs in connection with acting under Section 5(c), and the Partnership will pay all reasonable fees and expenses incident to the procedures this Section 5(e) sets forth, regardless of the manner in which the Independent Counsel is selected or appointed. If Indemnitee becomes entitled to, and does, initiate any judicial proceeding or arbitration under Section 7, the Company will terminate its engagement of the person or firm acting as Independent Counsel, whereupon that person or firm will be, subject to the applicable standards of professional conduct then prevailing, relieved of any further responsibility in the capacity of Independent Counsel. (f) The amount of any indemnification against Expenses to which Indemnitee becomes entitled under any provision hereof, if one is appointedincluding Section 2(a), will be determined subject to the provisions of this Section 5(f). Indemnitee will have the burden of showing that Indemnitee actually has incurred the Expenses for which Indemnitee requests indemnification. If the Partnership or a Partnership Entity has made any advance in respect of any Expense incurred by Indemnitee without objecting in writing to Indemnitee at the time of the advance to the reasonableness thereof, the incurrence of that Expense by Indemnitee will be deemed for all purposes hereof to have been reasonable. In the case of any Expense as to which such an objection has been made, or any Expense for which no advance has been made, the incurrence of that Expense will be presumed to have been reasonable, and shall agree the Company will have the burden of proof to fully indemnify such Independent Counsel against overcome that presumption. Subject to the provisions of the preceding paragraph, the advancement of Expenses to Indemnitee under Section 3 will not, of itself, create a presumption that the Proceeding or Claim therein to which those Expenses relate is a Proceeding or Claim of the type to which Section 2(a) applies. If the Company, prior to or in connection with the making any and all expensesadvance of Expenses under Section 3 to or for the benefit of Indemnitee, notifies Indemnitee in writing that the Proceeding or any Claim therein is or reasonably could be expected to be in whole or in any specified part not one to which Section 2(a) applies, Indemnitee will, to the extent those Expenses are reasonably allocable among the claims, liabilities issues and damages arising out of or relating matters involved in that Proceeding, cause Indemnitee's counsel and other service providers to this Agreement or the Independent Counsel’s engagement as such pursuant heretoeffect that allocation.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain When seeking indemnification under this AgreementAgreement (which shall not include in any case the right of Indemnitee to receive payments pursuant to Section 7 and Section 8 hereof, which shall not be subject to this Section 9), Indemnitee shall submit a written request for indemnification to the Company. Such request shall include documentation or information which is reasonably necessary for the Company to make a determination of Indemnitee's entitlement to indemnification hereunder and which is reasonably available to Indemnitee. Determination of Indemnitee's entitlement to indemnification shall be made promptly, but in no event later than 60 days after receipt by the Company of Indemnitee's written demand thereforrequest for indemnification. The Secretary of the Company shall, promptly upon receipt of such a demand Indemnitee's request for indemnification, provide copies of advise the demand to the BoardBoard that Indemnitee has made such request for indemnification. (b) Upon written request by The entitlement of Indemnitee for to indemnification pursuant to the first sentence under this Agreement in respect of Section 7(a)any pending, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto contemplated or threatened Proceeding shall promptly be made determined in the specific case: case by (ia) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) of Directors by a majority vote of a quorum consisting of Disinterested Trusteesthose directors who were not party to such Proceeding, whether or (B) if not they constitute a quorum of the Board consisting of Disinterested Trustees Directors, or (b) if such a quorum is not obtainable or, even if obtainable, such or if a quorum of Disinterested Trustees disinterested directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemniteeopinion, or (Cc) if so directed by a majority the stockholders. (c) In the event the determination of entitlement is to be made by Independent Counsel, such Independent Counsel shall be selected by the Board and approved by Indemnitee. Upon failure of the members Board and the Board of Directors to so select such Independent Counsel or upon failure of Indemnitee to so approve, such Independent Counsel shall be selected by the President of the Board, by the shareholders Association of the Company; and, if it Bar of the City of New York. (d) If the determination made pursuant to Section 9(b) is so determined that Indemnitee is not entitled to indemnificationindemnification to the full extent of Indemnitee's request, payment Indemnitee shall have the right to seek entitlement to indemnification in accordance with the procedures set forth in Section 10 hereof. (e) If the person or persons empowered pursuant to Section 9(b) hereof to make a determination with respect to entitlement to indemnification shall have failed to make the requested determination within 60 days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be made within ten absolutely entitled to such indemnification, absent (10i) days after misrepresentation by Indemnitee of a material fact in the request for indemnification or (ii) a final judicial determination that all or any part of such determination. Any Independent Counselindemnification is expressly prohibited by law. (f) The termination of any Proceeding by judgment, member order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, adversely affect the Board rights of Indemnitee to indemnification hereunder, except as may be specifically provided herein, or shareholder create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or create a presumption that (with respect to any criminal action or Proceeding) Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful. (g) For purposes of any determination of good faith hereunder, Indemnitee shall act reasonably and be deemed to have acted in good faith if in making a determination regarding Indemnitee’s entitlement taking an action Indemnitee relied on the records or books of account of the Company or an Affiliate, including financial statements, or on information supplied to Indemnitee by the officers of the Company or an Affiliate in the course of their duties, or on the advice of legal counsel for the Company or an Affiliate or on information or records given or reports made to the Company or an Affiliate by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or an Affiliate. The Company shall have the burden of establishing the absence of good faith. The provisions of this Section 9(g) 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. (h) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company or an Affiliate shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (c) The Company shall pay the fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement as such pursuant hereto.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written demand therefor. The Secretary of the Company shall, promptly upon receipt of such a demand for indemnification, provide copies of the demand to the Board. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested TrusteesDirectors, or (B) if a quorum of the Board consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board, by the shareholders stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Any Independent Counsel, member of the Board or shareholder stockholder of the Company shall act reasonably and in good faith in making a determination regarding Indemnitee’s entitlement to indemnification under this Agreement. (c) The Company shall pay the fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement as such pursuant hereto.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written demand therefor. The Secretary of the Company shall, promptly upon receipt of such a demand for indemnification, provide copies of the demand to the Boardrequest. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a)this Agreement, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy Board of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum Directors of the Board consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the BoardCompany, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board, shall be obtained by the shareholders of the CompanyCompany at its expense; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) 10 days after such determination. Any Independent Counselcosts or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in cooperating with the person, member of persons or entity making the Board or shareholder of the Company shall act reasonably and determination discussed in good faith in making a determination regarding this Section 7(b) with respect to Indemnitee’s entitlement to indemnification under this Agreementindemnification, shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) The Independent Counsel shall be selected by Indemnitee and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. The Company may, within 10 days after such written notice of selection shall pay have been given, deliver to the fees Indemnitee a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and expenses the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 7(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court of Chancery or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel, if one is appointedCounsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall agree to fully indemnify such act as Independent Counsel against any and under Section 7(a) hereof. (d) Indemnitee will be deemed a party to a Proceeding for all expensespurposes hereof if Indemnitee is named as a defendant or respondent in a complaint or petition for relief in that Proceeding, claims, liabilities and damages arising out regardless of whether Indemnitee is ever served with process or relating to this Agreement or the Independent Counsel’s engagement as such pursuant heretomakes an appearance in that Proceeding.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written demand therefor. The Secretary of the Company shall, promptly upon receipt of such a demand for indemnification, provide copies of the demand to the Boardrequest. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a)8(a) hereof, a reasonable determination, if required by applicable lawbased upon a review of the facts, with respect to Indemnitee’s entitlement thereto to indemnification under Section 3, 4, 5, or 6 hereof shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Boardboard of directors of the Company, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so requestoccurred, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of the Disinterested TrusteesDirectors, or (B) if a quorum of the Board consisting of Disinterested Trustees is Directors cannot obtainable be obtained or, even if obtainable, such quorum of if the Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Boardboard of directors of the Company, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) 10 days after such determination. Any Independent Counselcosts or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in cooperating with the person, member of persons, or entity making the Board or shareholder of the Company shall act reasonably and determination discussed in good faith in making a determination regarding this Section 8(b) with respect to Indemnitee’s entitlement to indemnification under this Agreementindemnification, shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) The In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof, the Independent Counsel shall be selected as provided in this Section 8(c). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the board of directors of the Company, and the Company shall pay give written notice to Indemnitee advising him of the fees identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the board of directors of the Company, in which event the preceding sentence shall apply), and expenses Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Maryland court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel, if one is appointedCounsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall agree to fully indemnify such act as Independent Counsel against any and under Section 8(a) hereof. (d) Indemnitee will be deemed a party to a Proceeding for all expensespurposes hereof if Indemnitee is named as a defendant or respondent in a complaint or petition for relief in that Proceeding, claims, liabilities and damages arising out regardless of whether Indemnitee is ever served with process or relating to this Agreement or the Independent Counsel’s engagement as such pursuant heretomakes an appearance in that Proceeding.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall must submit to the Company a written demand thereforrequest therefor which includes, or is accompanied by, such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to that indemnification. The Secretary Indemnitee may request indemnification hereunder at any time and from time to time as Indemnitee deems appropriate in Indemnitee’s sole discretion. In the case of any request for indemnification under Section 2(a) as to any Claim which is pending or threatened at the time Indemnitee delivers that request to the Company and would not be resolved with finality, whether by judgment, order, settlement or otherwise, on payment of the indemnification requested, the Company shall, promptly upon receipt may defer the determination under Section 5(c) of such Indemnitee’s entitlement to that indemnification to a demand for indemnification, provide copies date that is no later than 45 days after the effective date of that final resolution if the demand Board concludes in good faith that an earlier determination would be materially prejudicial to the BoardCompany or a Related Enterprise. (b) Upon On written request by Indemnitee under Section 5(a) for indemnification pursuant to the first sentence of under Section 7(a2(a), a determination, if required by applicable law, with respect to the determination of Indemnitee’s entitlement thereto to that indemnification will be made: (1) if Indemnitee will be a director or officer of the Company at the time that determination is made, under Section 5(c) in each case; or (2) if Indemnitee will not be a director or officer of the Company at the time that determination is made, under Section 5(c) in any case, if so requested in writing by Indemnitee or so directed by the Board, or, in the absence of that request and direction, as the Board shall promptly duly authorize or direct. (c) Each determination of Indemnitee’s entitlement to indemnification under Section 2(a) to which this Section 5(c) applies will be made in as follows: (1) by a majority vote of the specific case: Disinterested Directors, even though less than a quorum; or (i2) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum; or (3) if (A) there are no Disinterested Directors or (B) a Change in Control shall have occurredmajority vote of the Disinterested Directors so directs, by an Independent Counsel in a written opinion to the Board, a copy of which shall be delivered the Company will deliver to Indemnitee; or (ii) provided, however, that if a Change Indemnitee has so requested in Control shall not have occurred or ifIndemnitee’s request for indemnification, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum of the Board consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by an Independent Counsel will make that determination in a written opinion to the Board, a copy of which shall be delivered the Company will deliver to Indemnitee, or . (Cd) if so directed by a majority of the members of the Board, by the shareholders of the Company; and, if If it is so determined that Indemnitee is entitled to indemnificationindemnification under Section 2(a), payment the Partnership will, or will cause another Partnership Entity to, subject to the provisions of Section 5(f): (1) within 10 days after that determination pay to Indemnitee shall be made all amounts (A) theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination and (B) requested from the Company in writing by Indemnitee; and (2) thereafter on written request by Indemnitee, pay to Indemnitee within ten (10) 10 days after that request such additional amounts theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination. Any Independent CounselIndemnitee will cooperate with the person, member of persons or entity making the Board or shareholder of the Company shall act reasonably and in good faith in making a determination regarding under Section 5(c) with respect to Indemnitee’s entitlement to indemnification under this AgreementSection 2(a), including providing to such person, persons or entity, on reasonable advance request, any documentation or information that is: (1) not privileged or otherwise protected from disclosure; (2) reasonably available to Indemnitee; and (3) reasonably necessary to that determination. (ce) If an Independent Counsel is to make a determination under Section 5(c) of entitlement to indemnification under Section 2(a), it will be selected by the Company with the consent of the Indemnitee (which consent shall not be unreasonably withheld). The Company shall Partnership will pay the any and all reasonable fees and expenses the Independent Counsel incurs in connection with acting under Section 5(c), and the Partnership will pay all reasonable fees and expenses incident to the procedures this Section 5(e) sets forth, regardless of the manner in which the Independent Counsel is selected or appointed. If Indemnitee becomes entitled to, and does, initiate any judicial proceeding or arbitration under Section 7, the Company will terminate its engagement of the person or firm acting as Independent Counsel, whereupon that person or firm will be, subject to the applicable standards of professional conduct then prevailing, relieved of any further responsibility in the capacity of Independent Counsel. (f) The amount of any indemnification against Expenses to which Indemnitee becomes entitled under any provision hereof, if one is appointedincluding Section 2(a), will be determined subject to the provisions of this Section 5(f). Indemnitee will have the burden of showing that Indemnitee actually has incurred the Expenses for which Indemnitee requests indemnification. If the Partnership or a Partnership Entity has made any advance in respect of any Expense incurred by Indemnitee without objecting in writing to Indemnitee at the time of the advance to the reasonableness thereof, the incurrence of that Expense by Indemnitee will be deemed for all purposes hereof to have been reasonable. In the case of any Expense as to which such an objection has been made, or any Expense for which no advance has been made, the incurrence of that Expense will be presumed to have been reasonable, and shall agree the Company will have the burden of proof to fully indemnify such Independent Counsel against overcome that presumption. Subject to the provisions of the preceding paragraph, the advancement of Expenses to Indemnitee under Section 3 will not, of itself, create a presumption that the Proceeding or Claim therein to which those Expenses relate is a Proceeding or Claim of the type to which Section 2(a) applies. If the Company, prior to or in connection with the making any and all expensesadvance of Expenses under Section 3 to or for the benefit of Indemnitee, notifies Indemnitee in writing that the Proceeding or any Claim therein is or reasonably could be expected to be in whole or in any specified part not one to which Section 2(a) applies, Indemnitee will, to the extent those Expenses are reasonably allocable among the claims, liabilities issues and damages arising out of or relating matters involved in that Proceeding, cause Indemnitee’s counsel and other service providers to this Agreement or the Independent Counsel’s engagement as such pursuant heretoeffect that allocation.

Procedure for Determination of Entitlement to Indemnification. (a) 9.1 To obtain indemnification under this AgreementAgreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company a written demand thereforrequest, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of any such a demand request for indemnification, provide copies of advise the demand to the BoardBoard in writing that Indemnitee has requested indemnification. (b) 9.2 Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a)9.1 hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific such case: (i) if a Change in Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the Board or the shareholders, in which case such determination shall be made in the manner provided for in clauses (ii) or (iii) of this Section 9.2) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or ifoccurred, after a Change in Control, Indemnitee shall so requestat the election of the Company, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested TrusteesDirectors, or (B) if a quorum of the Board consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such quorum by a majority of a committee of the Board consisting of two or more Disinterested Trustees so directsDirectors, or (C) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (CD) if so directed by a majority of the members of the Board, by the shareholders of the Company, by a majority vote of a quorum consisting of shareholders who are not parties to the Proceeding, or if no such quorum is obtainable, by a majority vote of shareholders who are not parties to such proceeding; and, if or (iii) as provided in Section 10.2 of this Agreement. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Any Independent CounselIndemnitee shall cooperate with the person, member of the Board persons or shareholder of the Company shall act reasonably and in good faith in entity making a such determination regarding with respect to Indemnitee’s entitlement to indemnification under 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 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 by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. 9.3 If a Change in Control shall have occurred, Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee (or the Board, as the case may be) shall give written notice to the other party advising it of the identity of Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within seven days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement. (c) , and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9.1 hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction, for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9.2 hereof. The Company shall pay the any and all reasonable fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify Counsel incurred by such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating in connection with its actions pursuant to this Agreement Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 9.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding pursuant to Section 11.1(iii) of this Agreement, Independent Counsel’s engagement as Counsel shall be discharged and relieved of any further responsibility in such pursuant heretocapacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written demand therefor. The Secretary of the Company shall, promptly upon receipt of such a demand for indemnification, provide copies of the demand to the Boardrequest. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a)this Agreement, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the BoardBoard of Directors of the Company, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) be obtained by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum of the Board consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board, by the shareholders of the CompanyCompany at its expense; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) 10 days after such determination. Any Independent Counselcosts or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in cooperating with the person, member of persons or entity making the Board or shareholder of the Company shall act reasonably and determination discussed in good faith in making a determination regarding this Section 7(b) with respect to Indemnitee’s entitlement to indemnification under this Agreementindemnification, shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) The Independent Counsel shall be selected by Indemnitee and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. The Company may, within 10 days after such written notice of selection shall pay have been given, deliver to the fees Indemnitee a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and expenses the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 7(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court of Chancery or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel, if one is appointedCounsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall agree to fully indemnify such act as Independent Counsel against any and under Section 7(a) hereof. (d) Indemnitee will be deemed a party to a Proceeding for all expensespurposes hereof if Indemnitee is named as a defendant or respondent in a complaint or petition for relief in that Proceeding, claims, liabilities and damages arising out regardless of whether Indemnitee is ever served with process or relating to this Agreement or the Independent Counsel’s engagement as such pursuant heretomakes an appearance in that Proceeding.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain Whenever the Director believes that he or she is entitled to indemnification under pursuant to this Agreement, Indemnitee the Director shall submit a written request for indemnification to the Company Bank, to the attention of the President, with a written demand thereforcopy to the Chief Legal Officer. The Secretary request shall include all documentation or information necessary for the determination of entitlement to indemnification that is reasonably available to the Director. Determination of the Company Director’s entitlement to indemnification shall be made not later than 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 that could enable the Bank to determine the Director’s entitlement to indemnification. The President or the Chief Legal Officer shall, promptly upon receipt of such a demand the Director’s request for indemnification, provide copies of advise the demand to Board in writing that the BoardDirector has made such a request for indemnification. (b) Upon written request by Indemnitee for The Bank shall be entitled to select the forum in which the Director’s entitlement to indemnification pursuant will be heard. The Bank shall notify the Director in writing as to the first sentence forum selected, which selection shall be one of Section 7(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: following: (i) if A majority vote of all the directors who are Disinterested Directors, even though less than a Change in Control shall have occurredquorum; (ii) A committee of Disinterested Directors designated by a majority of such directors, by even though less than a quorum; or (iii) Independent Counsel selected by the Board, which Independent Counsel shall make the required determination in a written opinion to the Boardopinion, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum of the Board consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion furnished to the BoardBank, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members Director and each other member of the Board, . The Bank agrees to bear all Expenses actually and reasonably incurred by the shareholders Director and all Expenses actually incurred by the Bank in connection with the determination of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Any Independent Counsel, member of the Board or shareholder of the Company shall act reasonably and in good faith in making a determination regarding IndemniteeDirector’s entitlement to indemnification under this Agreementin any of the above forums. (c) The Company shall pay the fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement as such pursuant hereto.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain If indemnification under this Agreementor advancement of expenses is desired hereunder by Indemnitee, Indemnitee shall submit a written request (including therein or therewith any documentation and information as is reasonably available to Indemnitee and reasonably requested by the Company) to the Company as soon as practicable after the Indemnitee becomes aware of any fact, condition or event which may give rise to claim for which indemnification or advancement may be sought under this Agreement. If any Proceeding is filed or threatened to be filed against an Indemnitee, written notice thereof shall be given to the Company as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons or receipt of the written notification of a Proceeding or threatened Proceeding). The failure of an Indemnitee to give timely notice under this Section shall not affect its rights to indemnification hereunder, except to the extent the Company demonstrates actual damage caused by such failure. After the Company’s receipt of the written demand therefornotice, if the Company acknowledges in writing to the Indemnitee that it shall be obligated under the indemnification terms hereof in connection with such Proceeding, then the Company shall be entitled, if it so elects, (i) to take control of the defense and investigation of the Proceeding, (ii) to employ and engage attorneys (who are reasonably acceptable to the Indemnitee) to handle and defend the Proceeding at the Company’s cost, risk, and expense (unless the named parties to the Proceeding include both the Indemnitee and the Company, and the Indemnitee has been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Company), and (iii) to compromise or settle the Proceeding, which compromise or settlement shall be made only with the written consent of the Indemnitee, such consent not to be unreasonably withheld. If the Company fails to assume the defense of the Proceeding within five (5) calendar days after receipt of the indemnification notice, the Indemnitee shall (upon delivering notice to such effect to the Company) have the right to undertake, at the Company’s cost and expense, the defense, compromise or settlement of the Proceeding instead and on behalf of and for the account and risk of the Company; provided, however, that the Proceeding shall not be compromised or settled without the written consent of the Company, which consent shall not be unreasonably withheld. In the event the Indemnitee assumes the defense of the Proceeding, the Indemnitee shall keep the Company reasonably informed of the progress of any such defense, compromise or settlement. The Company shall be liable for any settlement of any Proceeding effected pursuant to and in accordance with this Section for any final judgment (subject to any right of appeal), and the Company shall indemnify and hold harmless any Indemnitee from and against any damages and costs by reason of such settlement or judgment. The Secretary of the Company shall, promptly upon receipt of any such a demand request for indemnification, provide copies of advise the demand to the BoardBoard in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a)9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific casemade: (i) if a Change in Control shall have occurred, then by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to IndemniteeIndemnitee (unless Indemnitee shall request that such determination be made by the Board or the Company’s stockholders, in which case in the manner provided for in clauses (ii) or (iii) of this Section 9(b)); or (ii) if a Change in Control shall not have occurred or ifoccurred, after a Change in Control, Indemnitee shall so request, then (A) by the Board (or a duly authorized committee thereof) by a majority affirmative vote of a majority of a quorum of the Board consisting of Disinterested TrusteesDirectors, or (B) if a quorum of the Board consisting of Disinterested Trustees Directors is not obtainable orobtainable, or even if such quorum is obtainable, if such quorum of Disinterested Trustees Directors so directs, either (x) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (Cy) if so directed by a majority the stockholders of the members Company, as determined by such quorum of Disinterested Directors, or a quorum of the Board, by as the shareholders of the Companycase may be; and, if or (iii) as provided in Section 10(b). If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Any Independent CounselIndemnitee shall cooperate with any and all individuals or entities making such determination (such person or persons, member of the Board or shareholder of the Company shall act reasonably and in good faith in making a determination regarding “Determining Person”) with respect to Indemnitee’s entitlement to indemnification under this Agreementindemnification, including providing to the Determining Person 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 costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in cooperating with the Determining Person shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (ci) If required, Independent Counsel shall be selected as follows: (A) if a Change in Control shall not have occurred, Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of Independent Counsel so selected, or (B) if a Change in Control shall have occurred, Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the foregoing clause (i) shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within seven (7) days after written notice of selection shall have been given, deliver to the Company or to Indemnitee (as the case may be) a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in Section 1. Such objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the person selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. (ii) If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected, or if a person shall have been selected as Independent Counsel and objected to by the person not selecting such person, then either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware, or other court of competent jurisdiction, for resolution of any objection which may have been made, and/or for the appointment as Independent Counsel of a person selected by such court (or by a person delegated by the court). The person with respect to whom an objection is so resolved, or the person so appointed, shall act as Independent Counsel under Section 9(b) hereof. The Company shall pay the any and all reasonable fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify Counsel incurred by such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating in connection with its actions pursuant to this Agreement Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding or arbitration pursuant to Section 11(a), Independent Counsel’s engagement as Counsel shall be discharged and relieved of any further responsibility in such pursuant heretocapacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written demand therefor. The Secretary of the Company shall, promptly upon receipt of such a demand for indemnification, provide copies of the demand to the Boardrequest. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a)8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by the Disinterested Directors shall direct Independent Counsel to make such determination in a written opinion to the BoardBoard of Directors of the Company, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so requestoccurred, (A) by the Board (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors, even though less than a quorum consisting of Disinterested Trusteesthe Board of Directors of the Company, or (B) if by a quorum committee of the Board consisting Disinterested Directors designated by a majority vote of Disinterested Trustees is not obtainable Directors, even though less than a quorum, or (C) if there are no Disinterested Directors or, even if obtainable, such quorum of the Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the BoardBoard of Directors of the Company, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) 10 days after such determination. Any Independent Counselcosts or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in cooperating with the person, member persons or entity making the determination discussed in this Section 8(b) with respect to Indemnitee's entitlement to indemnification, shall be borne by the Company (irrespective of the Board or shareholder of determination as to Indemnitee's entitlement to indemnification) and the Company shall act reasonably hereby indemnifies and in good faith in making a determination regarding Indemnitee’s entitlement agrees to indemnification under this Agreementhold Indemnitee harmless therefrom. (c) The In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof, the Independent Counsel shall be selected as provided in this Section 8(c). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors of the Company, and the Company shall pay give written notice to Indemnitee advising him of the fees identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors of the Company, in which event the preceding sentence shall apply), and expenses Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court of Chancery or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel, if one is appointedCounsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall agree to fully indemnify such act as Independent Counsel against any and under Section 8(a) hereof. (d) Indemnitee will be deemed a party to a Proceeding for all expensespurposes hereof if Indemnitee is named as a defendant or respondent in a complaint or petition for relief in that Proceeding, claims, liabilities and damages arising out regardless of whether Indemnitee is ever served with process or relating to this Agreement or the Independent Counsel’s engagement as such pursuant heretomakes an appearance in that Proceeding.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written demand thereforrequest as soon as practicable, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary or appropriate to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary Company shall not be relieved of its obligations under this Agreement based on any failure or delay in giving such notice unless and to the extent that (i) none of the Company or its subsidiaries are party to or aware of such proceeding and (ii) the Company is materially prejudiced by such failure or delay. Subject to the foregoing, Indemnitee may submit one or more such requests from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion. The officer of the Company receiving any such request from Indemnitee shall, promptly upon receipt of such a demand request for indemnification, provide copies advise the Board of the demand to the BoardDirectors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a)6(a) above, a determinationDetermination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) of Directors by a majority vote of a quorum consisting of Disinterested TrusteesDirectors or, or (B) if such a quorum cannot be obtained, then by a majority vote of a duly authorized committee of the Board of Directors consisting solely of one or more Disinterested Trustees is not obtainable orDirectors, even or if obtainable, such quorum of there are no Disinterested Trustees so directsDirectors that can make the Determination, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board, appointed by the shareholders Board of the Company; and, if Directors. If it is so determined that Indemnitee is entitled to indemnification, the Company shall make payment to Indemnitee shall be made within ten (10) days after such determinationDetermination. Any Independent CounselIndemnitee shall cooperate with the person, member of the Board persons or shareholder of the Company shall act reasonably and in good faith in entity making a determination regarding such Determination with respect to Indemnitee’s entitlement to indemnification under this Agreementindemnification, 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 or appropriate to such Determination. Any reasonable expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such Determination shall be borne by the Company (irrespective of whether the Determination is a Favorable Determination or an Adverse Determination) and the Company shall indemnify and hold Indemnitee harmless therefrom. (c) The Company shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed, and shall agree appointed pursuant to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement as such pursuant heretoSection 6(b).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain Whenever the Director believes that he or she is entitled to indemnification under pursuant to this Agreement, Indemnitee the Director shall submit a written request for indemnification to the Company Bank, to the attention of the President, with a written demand thereforcopy to the General Counsel. The Secretary request shall include all documentation or information necessary for the determination of entitlement to indemnification that is reasonably available to the Director. Determination of the Company Director’s entitlement to indemnification shall be made not later than 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 that could enable the Bank to determine the Director’s entitlement to indemnification. The President or the General Counsel shall, promptly upon receipt of such a demand the Director’s request for indemnification, provide copies of advise the demand to Board in writing that the BoardDirector has made such a request for indemnification. (b) Upon written request by Indemnitee for The Bank shall be entitled to select the forum in which the Director’s entitlement to indemnification pursuant will be heard. The Bank shall notify the Director in writing as to the first sentence forum selected, which selection shall be one of Section 7(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: following: (i) if A majority vote of all the directors who are Disinterested Directors, even though less than a Change in Control shall have occurredquorum; (ii) A committee of Disinterested Directors designated by a majority of such directors, by even though less than a quorum; or (iii) Independent Counsel selected by the Board, which Independent Counsel shall make the required determination in a written opinion to the Boardopinion, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum of the Board consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion furnished to the BoardBank, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members Director and each other member of the Board, . The Bank agrees to bear all Expenses actually and reasonably incurred by the shareholders Director and all Expenses actually incurred by the Bank in connection with the determination of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Any Independent Counsel, member of the Board or shareholder of the Company shall act reasonably and in good faith in making a determination regarding IndemniteeDirector’s entitlement to indemnification under this Agreementin any of the above forums. (c) The Company shall pay the fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement as such pursuant hereto.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain 5.1 Whenever Indemnitee believes that Indemnitee is entitled to indemnification under pursuant to this Agreement, Indemnitee shall submit a written request for indemnification (the “Indemnification Request”) to the Company to the attention of the President with a written demand thereforcopy to the Secretary. This request shall include documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee. Determination of Indemnitee’s entitlement to indemnification shall be made no later than forty-five days after receipt of the Indemnification Request. The President or the Secretary of the Company shall, promptly upon receipt of such a demand Indemnitee’s request for indemnification, provide copies advise the Board of Directors of the demand Company (the “Board”) in writing that Indemnitee has made such request for indemnification. 5.2 Indemnitee shall set forth in the Indemnification Request one of the following methods to the Boarddetermine whether Indemnitee is entitled to indemnification: (a) A majority vote of Independent Directors even though less than a quorum or a written opinion of an Independent Counsel (provided there are no such directors or if such directors so direct). (b) Upon written request by Indemnitee for indemnification pursuant to In the first sentence event of Section 7(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurredof Control, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or Independent Counsel. (iic) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) A decision by the Board court in which the Proceeding is or was pending upon application by Indemnitee. (or a duly authorized committee thereofd) by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum of If the Board consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Boardagrees, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Any Independent Counsel, member of the Board or shareholder stockholders of the Company shall act reasonably in a vote that excludes the shares held by directors who are not Independent Directors. The Company agrees to bear any and all costs and expenses incurred by Indemnitee or the Company in good faith in making a connection with the determination regarding of Indemnitee’s entitlement to indemnification under this Agreementby any of the above forums. (c) The Company shall pay the fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement as such pursuant hereto.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written demand therefor. The Secretary of the Company shall, promptly upon receipt of such a demand for indemnification, provide copies of the demand to the Board. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) by the Board (or Board(or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested TrusteesDirectors, or (B) if a quorum of the Board consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board, by the shareholders stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Any Independent Counsel, member of the Board or shareholder stockholder of the Company shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. (c) The Company shall pay the fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement as such pursuant hereto.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written demand therefor. The Secretary of the Company shall, promptly upon receipt of such a demand for indemnification, provide copies of the demand to the Boardrequest. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a)8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by the Disinterested Directors shall direct Independent Counsel to make such determination in a written opinion to the BoardBoard of Directors of the Company, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so requestoccurred, (A) by the Board (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors, even though less than a quorum consisting of Disinterested Trusteesthe Board of Directors of the Company, or (B) if by a quorum committee of the Board consisting Disinterested Directors designated by a majority vote of Disinterested Trustees is not obtainable Directors, even though less than a quorum, or (C) if there are no Disinterested Directors or, even if obtainable, such quorum of the Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the BoardBoard of Directors of the Company, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) 10 days after such determination. Any Independent Counselcosts or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in cooperating with the person, member of persons or entity making the Board or shareholder of the Company shall act reasonably and determination discussed in good faith in making a determination regarding this Section 8(b) with respect to Indemnitee’s entitlement to indemnification under this Agreementindemnification, shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) The In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof, the Independent Counsel shall be selected as provided in this Section 8(c). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors of the Company, and the Company shall pay give written notice to Indemnitee advising him of the fees identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors of the Company, in which event the preceding sentence shall apply), and expenses Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court of Chancery or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel, if one is appointedCounsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall agree to fully indemnify such act as Independent Counsel against any and under Section 8(a) hereof. (d) Indemnitee will be deemed a party to a Proceeding for all expensespurposes hereof if Indemnitee is named as a defendant or respondent in a complaint or petition for relief in that Proceeding, claims, liabilities and damages arising out regardless of whether Indemnitee is ever served with process or relating to this Agreement or the Independent Counsel’s engagement as such pursuant heretomakes an appearance in that Proceeding.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain When seeking indemnification under this AgreementAgreement (which shall not include in any case the right of Indemnitee to receive payments pursuant to Section 7 and Section 8 hereof, which shall not be subject to this Section 9), Indemnitee shall submit a written request for indemnification to the Company. Such request shall include documentation or information which is reasonably necessary for the Company to make a determination of Indemnitee's entitlement to indemnification hereunder and which is reasonably available to Indemnitee. Determination of Indemnitee's entitlement to indemnification shall be made promptly, but in no event later than 60 days after receipt by the Company of Indemnitee's written demand thereforrequest for indemnification. The Secretary of the Company shall, promptly upon receipt of such a demand Indemnitee's request for indemnification, provide copies of advise the demand to the BoardBoard that Indemnitee has made such request for indemnification. (b) Upon written request by The entitlement of Indemnitee for to indemnification pursuant to the first sentence under this Agreement in respect of Section 7(a)any pending, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto contemplated or threatened Proceeding shall promptly be made determined in the specific case: case by (ia) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) of Directors by a majority vote of a quorum consisting of Disinterested Trusteesthose directors who were not party to such Proceeding, or (Bb) if such qourum is not obtainable, or if a quorum of the Board consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees disinterested directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemniteeopinion, or (Cc) if by the stockholders. (c) In the event the determination of entitlement is to be made by Independent Counsel, such Independent Counsel shall be selected by the Board and approved by Indemnitee. Upon failure of the Board to so directed select such Independent Counsel or upon failure of Indemnitee to so approve of the choice thereof, such Independent Counsel shall be selected by a majority of neutral third party mutually agreeable among the members of Board and the Board, by Indemnitee to make such selection. (d) If the shareholders of the Company; and, if it determination made pursuant to Section 9(b) is so determined that Indemnitee is not entitled to indemnificationindemnification to the full extent of Indemnitee's request, payment Indemnitee shall have the right to seek entitlement to indemnification in accordance with the procedures set forth in Section 10 hereof. (e) If the person or persons empowered pursuant to Section 9(b) hereof to make a determination with respect to entitlement to indemnification shall have failed to make the requested determination within 60 days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be made within ten absolutely entitled to such indemnification, absent (10i) days after misrepresentation by Indemnitee of a material fact in the request for indemnification or (ii) a final judicial determination that all or any part of such determination. Any Independent Counselindemnification is expressly prohibited by law. (f) The termination of any Proceeding by judgment, member order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, adversely affect the Board rights of Indemnitee to indemnification hereunder, except as may be specifically provided herein, or shareholder create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or create a presumption that (with respect to any criminal action or Proceeding) Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful. (g) For purposes of any determination of good faith hereunder, Indemnitee shall act reasonably and be deemed to have acted in good faith if in making a determination regarding Indemnitee’s entitlement taking an action Indemnitee relied on the records or books of account of the Company or an Affiliate, including financial statements, or on information supplied to Indemnitee by the officers of the Company or an Affiliate in the course of their duties, or on the advice of legal counsel for the Company or an Affiliate or on information or records given or reports made to the Company or an Affiliate by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or an Affiliate. The Company shall have the burden of establishing the absence of good faith. The provisions of this Section 9(g) 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. (h) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company or an Affiliate shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (c) The Company shall pay the fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement as such pursuant hereto.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written demand therefor. The Secretary of the Company shall, promptly upon receipt of such a demand for indemnification, provide copies of the demand to the Boardrequest. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a)8(a) hereof, a reasonable determination, if required by applicable lawbased upon a review of the facts, with respect to Indemnitee’s entitlement thereto to indemnification under Section 3, 4, 5, or 6 hereof shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Boardboard of directors of the Company, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so requestoccurred, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of the Disinterested TrusteesDirectors, or (B) if a quorum of the Board consisting of Disinterested Trustees is Directors cannot obtainable be obtained or, even if obtainable, such quorum of if the Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Boardboard of directors of the Company, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) 10 days after such determination. Any Independent Counsel, member of costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in cooperating with the Board Person or shareholder of Persons making the Company shall act reasonably and determination discussed in good faith in making a determination regarding this Section 8(b) with respect to Indemnitee’s entitlement to indemnification under this Agreementindemnification, shall be borne by the Company (respective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) The In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof, the Independent Counsel shall be selected as provided in this Section 8(c). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the board of directors of the Company, and the Company shall pay give written notice to Indemnitee advising him of the fees identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the board of directors of the Company, in which event the preceding sentence shall apply), and expenses Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the Person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Maryland court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel, if one is appointedCounsel and/or for the appointment as Independent Counsel of a Person selected by the Court or by such other Person as the Court shall designate, and the person with respect to whom all objections are so resolved or the Person so appointed shall agree to fully indemnify such act as Independent Counsel against any and under Section 8(a) hereof. (d) Indemnitee will be deemed a party to a Proceeding for all expensespurposes hereof if Indemnitee is named as a defendant or respondent in a complaint or petition for relief in that Proceeding, claims, liabilities and damages arising out regardless of whether Indemnitee is ever served with process or relating to this Agreement or the Independent Counsel’s engagement as such pursuant heretomakes an appearance in that Proceeding.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written demand therefor. The Secretary of the Company shall, promptly upon receipt of such a demand for indemnification, provide copies of the demand to the Board. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; Indemnitee or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested TrusteesDirectors, or (B) if a quorum of the Board consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board, by the shareholders stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Any Independent Counsel, member of the Board or shareholder stockholder of the Company shall act reasonably and in good faith in making a determination regarding Indemnitee’s entitlement to indemnification under this Agreement. (c) The Company shall pay the fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement as such pursuant hereto.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall must submit to the Company and the Partnership a written demand thereforrequest therefore which includes, or is accompanied by, such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to that indemnification. The Secretary Indemnitee may request indemnification hereunder at any time and from time to time as Indemnitee deems appropriate in Indemnitee’s sole discretion. In the case of any request for indemnification under Section 3(a) as to any Claim which is pending or threatened at the time Indemnitee delivers that request to the Company and the Partnership and would not be resolved with finality, whether by judgment, order, settlement or otherwise, on payment of the indemnification requested, the Company shall, promptly upon receipt and the Partnership may defer the determination under Section 6(c) of such Indemnitee’s entitlement to that indemnification to a demand for indemnification, provide copies date that is no later than 45 days after the effective date of that final resolution if the demand Board concludes in good faith that an earlier determination would be materially prejudicial to the BoardCompany, the Partnership or a Related Enterprise. (b) Upon On written request by Indemnitee under Section 6(a) for indemnification pursuant to the first sentence of under Section 7(a3(a), a determination, if required by applicable law, with respect to the determination of Indemnitee’s entitlement thereto to that indemnification will be made: (1) if Indemnitee will be a director or officer of the Company or the Partnership at the time that determination is made, under Section 6(c) in each case; or (2) if Indemnitee will not be a director or officer of the Company or the Partnership at the time that determination is made, under Section 6(c) in any case, if so requested in writing by Indemnitee or so directed by the Board, or, in the absence of that request and direction, as the Board shall promptly duly authorize or direct. (c) Each determination of Indemnitee’s entitlement to indemnification under Section 3(a) to which this Section 6(c) applies will be made in as follows: (1) by a majority vote of the specific case: Disinterested Directors, even though less than a quorum; or (i2) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum; or (3) if (A) there are no Disinterested Directors or (B) a Change in Control shall have occurredmajority vote of the Disinterested Directors so directs, by an Independent Counsel in a written opinion to the Board, a copy of which shall be delivered the Company and the Partnership will deliver to Indemnitee; or (ii) provided, however, that if a Change Indemnitee has so requested in Control shall not have occurred or ifIndemnitee’s request for indemnification, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum of the Board consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by an Independent Counsel will make that determination in a written opinion to the Board, a copy of which shall be delivered the Company and the Partnership will deliver to Indemnitee, or . (Cd) if so directed by a majority of the members of the Board, by the shareholders of the Company; and, if If it is so determined that Indemnitee is entitled to indemnificationindemnification under Section 3(a), payment the Company and the Partnership will, or will cause another Partnership Entity to, subject to the provisions of Section 6(f): (1) within 10 days after that determination pay to Indemnitee shall be made all amounts (A) theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination and (B) requested from the Company or the Partnership in writing by Indemnitee; and (2) thereafter on written request by Indemnitee, pay to Indemnitee within ten (10) 10 days after that request such additional amounts theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination. Any Independent CounselIndemnitee will cooperate with the person, member of persons or entity making the Board or shareholder of the Company shall act reasonably and in good faith in making a determination regarding under Section 6(c) with respect to Indemnitee’s entitlement to indemnification under this AgreementSection 3(a), including providing to such person, persons or entity, on reasonable advance request, any documentation or information that is: (1) not privileged or otherwise protected from disclosure; (2) reasonably available to Indemnitee; and (3) reasonably necessary to that determination. (ce) If an Independent Counsel is to make a determination under Section 6(c) of entitlement to indemnification under Section 3(a), it will be selected by the Company and the Partnership with the consent of the Indemnitee (which consent shall not be unreasonably withheld). The Company shall and the Partnership will pay the any and all reasonable fees and expenses the Independent Counsel incurs in connection with acting under Section 6(c), and the Company and the Partnership will pay all reasonable fees and expenses incident to the procedures this Section 6(e) sets forth, regardless of the manner in which the Independent Counsel is selected or appointed. If Indemnitee becomes entitled to, and does, initiate any judicial proceeding or arbitration under Section 8, the Company and the Partnership will terminate its engagement of the person or firm acting as Independent Counsel, whereupon that person or firm will be, subject to the applicable standards of professional conduct then prevailing, relieved of any further responsibility in the capacity of Independent Counsel. (f) The amount of any indemnification against Expenses to which Indemnitee becomes entitled under any provision hereof, if one is appointedincluding Section 3(a), and shall agree will be determined subject to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out the provisions of or relating to this Agreement or Section 6(f). Indemnitee will have the Independent Counsel’s engagement as such pursuant hereto.burden of showing that Indemnitee actually has incurred the Expenses for which Indemnitee requests

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification or advancement of Expenses under this Agreement, Indemnitee shall submit to the Company a written demand request therefor. The Secretary of the Company shall, promptly upon receipt of including in such a demand for indemnification, provide copies of the demand request such documentation and information as is reasonably available to the BoardIndemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. (b) It is the express intention of the parties that the Indemnitee be entitled to indemnification hereunder to the fullest extent permitted by Delaware law. Without limiting the generality or effect of the immediately preceding sentence, and without excluding any other basis upon which Indemnitee may be found to be entitled to indemnification hereunder, the Indemnitee shall be entitled to indemnification hereunder if (i) Indemnitee acted 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 and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful, or (ii) Indemnitee has been successful on the merits or otherwise in defense of any Proceeding or any claim, issue or matter therein. (c) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a)9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the BoardBoard of Directors of the Company, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so requestoccurred, (A) by the Board (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors, even though less than a quorum consisting of Disinterested Trusteesthe Board of Directors of the Company, or (B) if a quorum of the Board consisting of there are no Disinterested Trustees is not obtainable Directors or, even if obtainable, such quorum of the Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the BoardBoard of Directors of the Company, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority vote of a quorum of the members outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the BoardProceeding in question, by the shareholders or (D) a court of the Company; and, if competent jurisdiction. If it is so determined that Indemnitee is entitled to indemnificationindemnification hereunder, payment to Indemnitee shall be made within ten (10) 60 days after such determinationreceipt by the Company of the request for indemnification required pursuant to Section 9(a) hereof. Any Independent Counselcosts or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in cooperating with the person, member of persons or entity making the Board or shareholder of the Company shall act reasonably and determination discussed in good faith in making a determination regarding this Section 9(c) with respect to Indemnitee’s entitlement to indemnification under this Agreementindemnification, shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (cd) The In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(c) hereof, the Independent Counsel shall be selected as provided in this Section 9(d). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors of the Company, and the Company shall pay give written notice to Indemnitee advising him or her of the fees identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors of the Company, in which event the preceding sentence shall apply), and expenses Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(c) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel, if one is appointedCounsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall agree to fully indemnify such act as Independent Counsel against any and under this Section 9. (e) Indemnitee will be deemed a party to a Proceeding for all expensespurposes hereof if Indemnitee is named as a defendant or respondent in a complaint or petition for relief in that Proceeding, claims, liabilities and damages arising out regardless of whether Indemnitee is ever served with process or relating to this Agreement or the Independent Counsel’s engagement as such pursuant heretomakes an appearance in that Proceeding.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain Whenever Indemnitee believes that he or she is entitled to indemnification under or advancement of Expenses pursuant to this Agreement, Indemnitee shall submit a written request for indemnification (the “Indemnification Request”) to the Company to the attention of the Chief Executive Officer with a written demand thereforcopy to the Secretary. This request shall include documentation or information which is reasonably necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee. Determination of Indemnitee’s entitlement to indemnification shall be made no later than forty-five (45) days after receipt of the Indemnification Request. The Secretary of omission to so request indemnification from the Company shall not relieve the Company from any liability which it may have to the Indemnitee otherwise than under this Agreement, and any delay in so requesting indemnification from the Company shall not constitute a waiver by the Indemnitee of any rights under this Agreement. The Chief Executive Officer or the Secretary shall, promptly upon receipt of Indemnitee’s Indemnification Request, advise the Board of Directors in writing that Indemnitee has made such a demand request for indemnification, provide copies of the demand to the Board. (b) Upon written request Following receipt by Indemnitee for indemnification pursuant to the first sentence Company of Section 7(a)an Indemnification Request, a an initial determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: case as follows: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to the Indemnitee; or or (ii) if a Change in Control shall not have occurred or ifoccurred, after a Change in Controlby one of the following four methods, Indemnitee which shall so request, be at the election of the Board of Directors: (A1) by a majority vote of the Board stockholders of the Company; (or a duly authorized committee thereof2) by a majority vote of a quorum of the Board of Directors consisting only of Disinterested Trustees, or Directors; (B3) if a quorum of the Board of Directors consisting only of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directsorders, by Independent Counsel in a written opinion opinion; or (4) if a quorum of the Board of Directors consisting only of Disinterested Directors cannot be obtained, by Independent Counsel in a written opinion. The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Board, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled ’s entitlement to indemnification, payment including by 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 the Indemnitee shall be made within ten (10) days after and reasonably necessary to such determination. Any Independent Counsel, member of the Board The Company agrees to bear any and all Expenses incurred by Indemnitee or shareholder of the Company shall act reasonably and in good faith in making a connection with the determination regarding of Indemnitee’s entitlement to indemnification under this Agreementby any of the above methods (irrespective of the ultimate determination as to the Indemnitee’s entitlement to indemnification). (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Sections 8(a) or 8(b) hereof, the Independent Counsel shall be selected as provided in this Section 8(c). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to the Indemnitee advising him/her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and the Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, the Indemnitee or the Company, as the case may be, may, within seven (7) days after such written notice of selection shall have been given, deliver to the Company or to the Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after the later of the submission by the Indemnitee of an Indemnification Request pursuant to Section 8(a) hereof and the disposition of the relevant Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected to, either the Company or the Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b) hereof. The Company shall pay the any and all reasonable fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify Counsel incurred by such Independent Counsel against in connection with acting pursuant to Section 8(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any arbitration pursuant to Section 9 of this Agreement, Independent Counsel shall be discharged and all expenses, claims, liabilities and damages arising out relieved of or relating any further responsibility in such capacity (subject to this Agreement or the Independent Counsel’s engagement as such pursuant heretoapplicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written demand thereforrequest, including documentation and information which is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The General Counsel of the Company (or, if there is no General Counsel, the Secretary of the Company Company) shall, promptly upon receipt of such a demand request for indemnification, provide copies advise the Board of the demand to the BoardDirectors in writing that Indemnitee has requested indemnification. (bc) Upon written request In the event the determination of entitlement to indemnification is to be made by Indemnitee for indemnification Independent Counsel pursuant to the first sentence of Section 7(a10(b), a determinationthe Independent Counsel shall be selected as provided in this Section 10(c), and, if required by then applicable law, with respect a determination as to Indemnitee’s entitlement thereto the reasonableness of Expenses shall promptly be made by the Board of Directors or a committee of the Board of Directors by vote in the specific case: (i) manner set forth in Section 10(b)(ii)(A), or if a quorum cannot be obtained and a committee cannot be established, by a majority vote of all directors of the Company. If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors or a committee of the Board of Directors by vote in the manner set forth in Section 10(b)(ii)(A), or if a quorum cannot be obtained and a committee cannot be established, by a majority vote of all directors of the Company, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, by the Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) selected by the Board (of Directors or a duly authorized committee thereof) of the Board of Directors by vote in the manner set forth in Section 10(b)(ii)(A), or if such a quorum cannot be obtained and a committee cannot be established, by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum all directors of the Board consisting of Disinterested Trustees is not obtainable orCompany, even if obtainable, such quorum of Disinterested Trustees so directs, by which counsel shall be selected from a list identifying two alternative separate Independent Counsel provided in a writing by Indemnitee, and the Company shall give written opinion notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company (as to the Boardwritten list), a copy of which as the case may be, may, within seven days after written notice shall be delivered have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to the selection or (C) if so directed by a majority list of the members of the Board, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Any Independent Counsel, member as the case may be. The objection may be asserted only on the ground that the Independent Counsel so selected or identified in the list does not meet the requirements "Independent Counsel' as defined in Section 18 of this Agreement, and the objection shall set forth with particularity the factual basis of the Board assertion. If written objection is made, the Independent Counsel so elected or shareholder identified in the list may not serve as Independent Counsel unless and until a court has determined that the objection is without merit, and the Company and Indemnitee, as the case may be, may at any time after receipt of the other's written objection give the other written notice of the selection of an alternative Independent Counsel or a list identifying two alternative separate Independent Counsel, as applicable, and the procedure for objecting to the Independent Counsel set forth above shall again be followed (the "Selection Process"). The Selection Process shall be followed as many times as may be necessary until Independent Counsel is selected without objection. Notwithstanding the foregoing, if within 30 days after submission by Indemnitee of the written request for indemnification pursuant to Section 10(a), no Independent Counsel shall have been selected or, if selected, shall have been objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company to the list provided by Indemnitee or by Indemnitee to the Company's selection of Independent Counsel or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act reasonably and in good faith in making a determination regarding Indemnitee’s entitlement to indemnification as Independent Counsel under this Agreement. (c) Section 10(b). The Company shall pay the any and all reasonable fees and expenses of Independent Counsel, if one is appointedCounsel incurred by the Independent Counsel in connection with acting pursuant to Section 10(b), and the Company shall agree pay all reasonable fees and expenses incident to fully indemnify such the procedures of this Section 10(c), regardless of the manner in which the Independent Counsel against was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a)(iii) of this Agreement, Independent Counsel shall be discharged and all expenses, claims, liabilities and damages arising out relieved of or relating any further responsibility in this capacity (subject to this Agreement or the Independent Counsel’s engagement as such pursuant hereto.applicable standards of professional conduct then prevailing). 6

Procedure for Determination of Entitlement to Indemnification. (a) 9.1 To obtain indemnification under this AgreementAgreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company a written demand thereforrequest, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of any such a demand request for indemnification, provide copies of advise the demand to the BoardBoard in writing that Indemnitee has requested indemnification. (b) 9.2 Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a)9.1 hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific such case: (i) if a Change in Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the Board or the shareholders, in which case such determination shall be made in the manner provided for in clauses (ii) or (iii) of this Section 9.2) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or ifoccurred, after a Change in Control, Indemnitee shall so requestat the election of the Company, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested TrusteesDirectors, or (B) if a quorum of the Board consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such quorum by a majority of a committee of the Board consisting of two or more Disinterested Trustees so directsDirectors, or (C) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (CD) if so directed by a majority of the members of the Board, by the shareholders of the Company, by a majority vote of a quorum consisting of shareholders who are not parties to the Proceeding, or if no such quorum is obtainable, by a majority vote of shareholders who are not parties to such proceeding; and, if or (iii) as provided in Section 10.2 of this Agreement. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Any Independent CounselIndemnitee shall cooperate with the person, member of the Board persons or shareholder of the Company shall act reasonably and in good faith in entity making a such determination regarding with respect to Indemnitee’s entitlement to indemnification under 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 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 by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. 9.3 If a Change in Control shall have occurred, Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee (or the Board, as the case may be) shall give written notice to the other party advising it of the identity of Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within seven days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that Independent Counsel so selected does not meet the requirements of Independent Counsel” as defined in Section 1 of this Agreement. (c) , and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9.1 hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction, for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9.2 hereof. The Company shall pay the any and all reasonable fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify Counsel incurred by such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating in connection with its actions pursuant to this Agreement Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 9.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding pursuant to Section 11.1(iii) of this Agreement, Independent Counsel’s engagement as Counsel shall be discharged and relieved of any further responsibility in such pursuant heretocapacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain Whenever Indemnitee believes that Indemnitee is entitled to indemnification under or advancement of expenses pursuant to this Agreement, Indemnitee shall submit a written request for indemnification or such advances to the Company Corporation. Any request shall include sufficient documentation or information reasonably available to Indemnitee to support his claim. Indemnitee shall submit such claim within a written demand thereforreasonable time not to exceed three years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, final termination or other disposition or partial disposition of any Proceeding, whichever is the latest event for which Indemnitee requests indemnification. The Secretary of If a determination is required by the Company shallCorporation that Indemnitee is entitled to Indemnification, promptly upon receipt and the Corporation fails to respond within sixty (60) days of such a demand for indemnificationrequest, provide copies the Corporation shall be deemed to have approved the request. Any indemnification or advance of expenses which is due and payable to Indemnitee shall be made promptly and in any event within thirty (30) days after the demand determination that Indemnitee is entitled to the Boardsuch amounts. (b) Upon If a determination regarding indemnification is required, the Indemnitee shall be entitled to select the forum in which Indemnitee's request for indemnification will be heard, which selection shall be included in the written request by Indemnitee for indemnification pursuant to required in Section 6(a). The forum shall be any one of the first sentence of Section 7(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: following: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to The stockholders of the Board, a copy of which shall be delivered to Indemnitee; or Corporation; (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) by A majority vote of the Board of Directors consisting of Disinterested Directors (or even though less than a duly authorized committee thereofquorum); or (iii) A majority vote of a Committee of Disinterested Directors designated by a majority vote of Disinterested Directors (even though less than a quorum consisting of quorum); or (iv) If there are no Disinterested TrusteesDirectors, or (B) if a quorum of the Board consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directsdirect, by Independent Counsel independent legal counsel in a written opinion opinion. If Indemnitee fails to make such designation, his claim shall be determined by an appropriate court of the State of Delaware. In all instances, the reviewing party shall be bound by a rebuttable presumption created by the filing of the written request by Indemnitee that (i) Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the Board, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority best interests of the members of the BoardCorporation, by the shareholders of the Company; andand that Indemnitee had no reason to believe his conduct was unlawful, if it is so determined that and (ii) Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Any Independent Counsel, member of the Board or shareholder of the Company shall act reasonably and in good faith in making a determination regarding Indemnitee’s entitlement to indemnification under this Agreement. (c) The Company shall pay the fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement as such pursuant hereto.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall must submit to the Company a written demand thereforrequest therefor which specifies the Section or Sections under which Indemnitee is seeking indemnification and which includes, or is accompanied by, such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to that indemnification. The Secretary Indemnitee may request indemnification hereunder at any time and from time to time as Indemnitee deems appropriate in Indemnitee's sole discretion. In the case of any request for indemnification under Section 2(a) as to any Claim which is pending or threatened at the time Indemnitee delivers that request to the Company and would not be resolved with finality, whether by judgment, order, settlement or otherwise, on payment of the indemnification requested, the Company shall, promptly upon receipt may defer the determination under Section 5(c) of such Indemnitee's entitlement to that indemnification to a demand for indemnification, provide copies date that is no later than 45 days after the effective date of that final resolution if the demand Board concludes in good faith that an earlier determination would be materially prejudicial to the BoardCompany or a Related Enterprise. (b) Upon On written request by Indemnitee under Section 5(a) for indemnification pursuant to the first sentence of under Section 7(a2(a), the determination of Indemnitee's entitlement to that indemnification will be made: If Indemnitee will be a determinationdirector or officer of the Company at the time that determination is made, under Section 5(c) in each case; or If Indemnitee will not be a director or officer of the Company at the time that determination is made, under Section 5(c) in any case, if required so requested in writing by applicable lawIndemnitee or so directed by the Board, with respect or, in the absence of that request and direction, as the Board shall duly authorize or direct. (c) Each determination of Indemnitee's entitlement to Indemnitee’s entitlement thereto shall promptly indemnification under Section 2(a) to which this Section 5(c) applies will be made in as follows: (1) by a majority vote of the specific case: Disinterested Directors, even though less than a quorum; or (i2) by a committee of Disinterested Directors a majority vote of the Disinterested Directors may designate, even though less than a quorum; or (3) if (A) there are no Disinterested Directors or (B) a Change in Control shall have occurredmajority vote of the Disinterested Directors so directs, by an Independent Counsel in a written opinion to the Board, a copy of which shall be delivered the Company will deliver to Indemnitee; or (ii) provided, however, that if a Change Indemnitee has so requested in Control shall not have occurred or ifIndemnitee's request for indemnification, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum of the Board consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by an Independent Counsel will make that determination in a written opinion to the Board, a copy of which shall be delivered the Company will deliver to Indemnitee, or . (Cd) if so directed by a majority of the members of the Board, by the shareholders of the Company; and, if If it is so determined that Indemnitee is entitled to indemnificationindemnification under Section 2(a), payment the Company will, or will cause another Company Entity to, subject to the provisions of Section 5(f): (1) within 10 days after that determination pay to Indemnitee shall be made all amounts (A) theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination and (B) requested from the Company in writing by Indemnitee; and (2) thereafter on written request by Indemnitee, pay to Indemnitee within ten (10) 10 days after that request such additional amounts theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination. Any Independent CounselCompany in writing by Indemnitee; and Indemnitee will cooperate with the person, member of persons or entity making the Board or shareholder of the Company shall act reasonably and in good faith in making a determination regarding under Section 5(c) with respect to Indemnitee’s 's entitlement to indemnification under this AgreementSection 2(a), including providing to such person, persons or entity, on reasonable advance request, any documentation or information that is: (1) not privileged or otherwise protected from disclosure; (2) reasonably available to Indemnitee; and (3) reasonably necessary to that determination. (ce) If an Independent Counsel is to make a determination under Section 5(c) of entitlement to indemnification under Section 2(a), it will be selected as this Section 5(e) provides. If a Change of Control has not occurred within the period of two years prior to the date of Indemnitee' s written request for that indemnification, the Board will select the Independent Counsel. If a Change of Control has occurred within that period, Indemnitee will select the Independent Counsel, unless Indemnitee requests that the Board make the selection, in which event the Board will do so. The party entitled initially to select the Independent Counsel must give written notice to the other party which names the person or firm it has selected, whereupon the other party may, within 10 days after its receipt of that notice, deliver to the selecting party a written objection to the selection; provided, however, that any such objection may be asserted only on the ground that the person or firm selected is not an "Independent Counsel" as Section 14 defines that term, and the objection must set forth with particularity the factual basis for that assertion. Absent a proper and timely objection, the person or firm so selected will act as Independent Counsel under Section 5(c). If any such written objection is so made and substantiated, the person or firm so selected may not serve as Independent Counsel unless and until the objection is withdrawn or a court of competent jurisdiction has determined that the objection is without merit. If the person or firm that will act as Independent Counsel has not been determined within 30 days after Indemnitee's submission of the related request for indemnification, either the Company or Indemnitee may petition the Court of Chancery for resolution of any objection that has been made by the Company or Indemnitee to the other's selection of Independent Counsel or for the appointment as Independent Counsel of a person or firm selected by the Court of Chancery or by such other person or firm as the Court of Chancery designates, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel under Section 5(c). The Company shall will pay the any and all reasonable fees and expenses the Independent Counsel incurs in connection with acting under Section 5(c), and the Company will pay all reasonable fees and expenses incident to the procedures this Section 5(e) sets forth regardless of the manner in which the Independent Counsel is selected or appointed. If Indemnitee becomes entitled to, and does, initiate any judicial proceeding or arbitration under Section 7 the Company will terminate its engagement of the person or firm acting as Independent Counsel, if one is appointedwhereupon that person or firm will be, subject to the applicable standards of professional conduct then prevailing, relieved of any further responsibility in the capacity of independent Counsel. (f) The amount of any indemnification against Expenses to which Indemnitee becomes entitled under any provision hereof, including Section 2(a), will be determined subject to the provisions of this Section 5(f) Indemnitee will have the burden of showing that Indemnitee actually has incurred the Expenses for which Indemnitee requests indemnification. If the Company or a Company Entity has made any advance in respect of any Expense without objecting in writing to Indemnitee at the time of the advance to the reasonableness thereof, the incurrence of that Expense by Indemnitee will be deemed for all purposes hereof to have been reasonable. In the case of any Expense as to which such an objection has been made, or any Expense for which no advance has been made, the incurrence of that Expense will be presumed to have been reasonable, and shall agree the Company will have the burden of proof to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement as such pursuant heretoovercome that presumption.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain 5.1 Whenever Indemnitee believes that he or she is entitled to indemnification under pursuant to this Agreement, Indemnitee shall submit a written request for indemnification (the “Indemnification Request”) to the Company to the attention of the Chief Executive Officer with a written demand thereforcopy to the General Counsel. This request shall include documentation or information that is reasonably necessary for the determination of entitlement to indemnification and that is reasonably available to Indemnitee. Determination of Indemnitee’s entitlement to indemnification pursuant to Section 5.2 shall be made no later than 60 days after receipt of the Indemnification Request. The Secretary of the Company shall, promptly upon receipt of such a demand Indemnitee’s request for indemnification, provide copies advise the Board in writing that Indemnitee has made such request for indemnification. If the 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 Company of such request, a determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the demand to the Boardrequest for indemnification. (b) Upon written request 5.2 Following receipt by Indemnitee for indemnification pursuant to the first sentence Company of Section 7(a)an Indemnification Request, a determination, if required by applicable lawin accordance with the terms of this Agreement, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific casecase by one of the following four methods, which shall be at the election of the Board of Directors: (i1) by a majority vote of the Disinterested Directors, even though less than a quorum, (2) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum, (3) if a Change in Control shall have occurredthere are no Disinterested Directors or if the Disinterested Directors so direct, by Independent Counsel (which shall be selected by the Board, subject to approval by Indemnitee in his or her reasonable discretion) in a written opinion to the Board, a copy Board of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum of the Board consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the BoardDirectors, a copy of which shall be delivered to Indemnitee, or (C4) if so directed by a majority vote of the members of the Board, by the shareholders stockholders of the Company; and. Notwithstanding the foregoing, if it is so determined that Indemnitee is entitled to indemnificationfollowing a Change of Control, payment to Indemnitee the determination shall be made within ten by Independent Counsel pursuant to clause (103) days after such determinationabove. Any Independent Counsel, member of the Board The Company agrees to bear any and all Expenses incurred by Indemnitee or shareholder of the Company shall act reasonably and in good faith in making a connection with the determination regarding of Indemnitee’s entitlement to indemnification under this Agreementby any of the above methods. (c) The Company shall pay the fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement as such pursuant hereto.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall must submit to the Company and the Partnership a written demand thereforrequest therefore which includes, or is accompanied by, such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to that indemnification. The Secretary Indemnitee may request indemnification hereunder at any time and from time to time as Indemnitee deems appropriate in Indemnitee's sole discretion. In the case of any request for indemnification under Section 3(a) as to any Claim which is pending or threatened at the time Indemnitee delivers that request to the Company and the Partnership and would not be resolved with finality, whether by judgment, order, settlement or otherwise, on payment of the indemnification requested, the Company shall, promptly upon receipt and the Partnership may defer the determination under Section 6(c) of such Indemnitee's entitlement to that indemnification to a demand for indemnification, provide copies date that is no later than 45 days after the effective date of that final resolution if the demand Board concludes in good faith that an earlier determination would be materially prejudicial to the BoardCompany, the Partnership or a Related Enterprise. (b) Upon On written request by Indemnitee under Section 6(a) for indemnification pursuant to the first sentence of under Section 7(a3(a), the determination of Indemnitee's entitlement to that indemnification will be made: (1) if Indemnitee will be a determinationdirector or officer of the Company or the Partnership at the time that determination is made, under Section 6(c) in each case; or (2) if Indemnitee will not be a director or officer of the Company or the Partnership at the time that determination is made, under Section 6(c) in any case, if required so requested in writing by applicable lawIndemnitee or so directed by the Board, with respect or, in the absence of that request and direction, as the Board shall duly authorize or direct. (c) Each determination of Indemnitee's entitlement to Indemnitee’s entitlement thereto shall promptly indemnification under Section 3(a) to which this Section 6(c) applies will be made in as follows: (1) by a majority vote of the specific case: Disinterested Directors, even though less than a quorum; or (i2) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum; or (3) if (A) there are no Disinterested Directors or (B) a Change in Control shall have occurredmajority vote of the Disinterested Directors so directs, by an Independent Counsel in a written opinion to the Board, a copy of which shall be delivered the Company and the Partnership will deliver to Indemnitee; or (ii) provided, however, that if a Change Indemnitee has so requested in Control shall not have occurred or ifIndemnitee's request for indemnification, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum of the Board consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by an Independent Counsel will make that determination in a written opinion to the Board, a copy of which shall be delivered the Company and the Partnership will deliver to Indemnitee, or . (Cd) if so directed by a majority of the members of the Board, by the shareholders of the Company; and, if If it is so determined that Indemnitee is entitled to indemnificationindemnification under Section 3(a), payment the Company and the Partnership will, or will cause another Partnership Entity to, subject to the provisions of Section 6(f): (1) within 10 days after that determination pay to Indemnitee shall be made all amounts (A) theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination and (B) requested from the Company or the Partnership in writing by Indemnitee; and (2) thereafter on written request by Indemnitee, pay to Indemnitee within ten (10) 10 days after that request such additional amounts theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination. Any Independent CounselIndemnitee will cooperate with the person, member of persons or entity making the Board or shareholder of the Company shall act reasonably and in good faith in making a determination regarding under Section 6(c) with respect to Indemnitee’s 's entitlement to indemnification under this AgreementSection 3(a), including providing to such person, persons or entity, on reasonable advance request, any documentation or information that is: (1) not privileged or otherwise protected from disclosure; (2) reasonably available to Indemnitee; and (3) reasonably necessary to that determination. (ce) If an Independent Counsel is to make a determination under Section 6(c) of entitlement to indemnification under Section 3(a), it will be selected by the Company and the Partnership with the consent of the Indemnitee (which consent shall not be unreasonably withheld). The Company shall and the Partnership will pay the any and all reasonable fees and expenses the Independent Counsel incurs in connection with acting under Section 6(c), and the Company and the Partnership will pay all reasonable fees and expenses incident to the procedures this Section 6(e) sets forth, regardless of the manner in which the Independent Counsel is selected or appointed. If Indemnitee becomes entitled to, and does, initiate any judicial proceeding or arbitration under Section 8, the Company and the Partnership will terminate its engagement of the person or firm acting as Independent Counsel, whereupon that person or firm will be, subject to the applicable standards of professional conduct then prevailing, relieved of any further responsibility in the capacity of Independent Counsel. (f) The amount of any indemnification against Expenses to which Indemnitee becomes entitled under any provision hereof, if one is appointedincluding Section 3(a), will be determined subject to the provisions of this Section 6(f). Indemnitee will have the burden of showing that Indemnitee actually has incurred the Expenses for which Indemnitee requests indemnification. If the Company, the Partnership or a Partnership Entity has made any advance in respect of any Expense incurred by Indemnitee without objecting in writing to Indemnitee at the time of the advance to the reasonableness thereof, the incurrence of that Expense by Indemnitee will be deemed for all purposes hereof to have been reasonable. In the case of any Expense as to which such an objection has been made, or any Expense for which no advance has been made, the incurrence of that Expense will be presumed to have been reasonable, and shall agree the Company and the Partnership will have the burden of proof to fully indemnify such Independent Counsel against overcome that presumption. Subject to the provisions of the preceding paragraph, the advancement of Expenses to Indemnitee under Section 4 will not, of itself, create a presumption that the Proceeding or Claim therein to which those Expenses relate is a Proceeding or Claim of the type to which Section 3(a) applies. If the Company or the Partnership, prior to or in connection with the making any and all expensesadvance of Expenses under Section 4 to or for the benefit of Indemnitee, notifies Indemnitee in writing that the Proceeding or any Claim therein is or reasonably could be expected to be in whole or in any specified part not one to which Section 3(a) applies, Indemnitee will, to the extent those Expenses are reasonably allocable among the claims, liabilities issues and damages arising out of or relating matters involved in that Proceeding, cause Indemnitee's counsel and other service providers to this Agreement or the Independent Counsel’s engagement as such pursuant heretoeffect that allocation.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain 6.1 Whenever Indemnitee believes that he or she is entitled to indemnification under pursuant to this Agreement, Indemnitee shall submit a written request for indemnification (the “Indemnification Request”) to the Company to the attention of the Chief Executive Officer with a written demand thereforcopy to the General Counsel. This request shall include documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee. Determination of Indemnitee’s entitlement to indemnification shall be made no later than sixty (60) days after receipt of the Indemnification Request. The Chief Executive Officer or the Secretary of the Company shall, promptly upon receipt of Indemnitee’s Indemnification Request, advise the Board in writing that Indemnitee has made such a demand request for indemnification. The omission by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder, under the Certificate, the Bylaws, any resolution of the Board providing for indemnification, provide copies applicable law, or otherwise, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of the demand to the Boardany rights. (b) Upon written request 6.2 Following receipt by Indemnitee for indemnification pursuant to the first sentence Company of Section 7(a)an Indemnification Request, a an initial determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific casecase by one of the following four (4) methods, which shall be at the election of the Board of Directors: (i1) by a majority vote of the Disinterested Directors, even though less than a quorum, (2) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum, (3) if a Change in Control shall have occurredthere are no Disinterested Directors or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy Board of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum of the Board consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the BoardDirectors, a copy of which shall be delivered to Indemnitee, or (C4) if so directed by a vote of the stockholders of the Company holding a majority of the members of the Board, by the shareholders outstanding voting stock of the Company; and. Notwithstanding the foregoing, if it is so determined that Indemnitee is entitled to indemnificationfollowing a Change of Control, payment to Indemnitee the determination shall be made within ten by Independent Counsel pursuant to clause (103) days after such determinationabove. Any Independent Counsel, member of the Board The Company agrees to bear any and all Expenses reasonably incurred by Indemnitee or shareholder of the Company shall act reasonably and in good faith in making a connection with the determination regarding of Indemnitee’s entitlement to indemnification under this Agreementby any of the above methods. (c) The Company shall pay the fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement as such pursuant hereto.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification or advancement of Expenses under this Agreement, the Indemnitee shall submit to the Company Partnership a written demand thereforrequest, including documentation and information which is reasonably available to the Indemnitee and is reasonably necessary to determine whether the Indemnitee is entitled to indemnification; provided, however, that no deficiency in such request, documentation or information shall adversely affect the Indemnitee’s right to indemnification or advancement of Expenses under this Agreement. The Secretary appropriate officer of the Company General Partner shall, promptly upon receipt of such a demand request for indemnification, provide copies advise the Board of Directors that the demand Indemnitee has requested indemnification. Any Expenses incurred by, or in the case of retainers, to be incurred by, the BoardIndemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Partnership. (b) Upon written request The Indemnitee shall be entitled to indemnification or advancement of Expenses hereunder without any separate determination by or on behalf of the Partnership pursuant to Section 9(c) hereof with respect to any Proceeding and/or any claim, issue or matter with respect thereto: (i) which is resolved by agreement without any payment or assumption or admission of liability by the Indemnitee, or which is terminated by withdrawal or dismissal, with or without prejudice; or (ii) which was terminated by any other means, but in which the Indemnitee was not determined to be liable with respect to such claim, issue or matter asserted against the Indemnitee in the Proceeding; (iii) as to which a court or arbitrator determines upon application that, despite such a determination of liability on the part of the Indemnitee, but in view of all the circumstances of the Proceeding and of the Indemnitee’s conduct with respect thereto, the Indemnitee is fairly and reasonably entitled to indemnification for such judgments, penalties, fines, amounts paid in settlement and Expenses as such court or arbitrator shall deem proper; provided, however, such decision shall have been rendered in or with respect to the Proceeding for which the Indemnitee seeks indemnification under this Agreement; or (iv) for any amounts owed to Indemnitee pursuant to Sections 7, 8, 9, or 12 hereof. (c) If a Proceeding has been finally resolved but Section 9(b) hereof does not apply to a portion of the amounts sought by the Indemnitee, a determination as to whether the Indemnitee is entitled to indemnification for such portion pursuant to the first sentence terms of Section 7(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto this Agreement shall promptly be made in the specific casecase by one of the following methods, which shall be at the sole election of the Indemnitee: (i) if a Change in Control shall have occurredrequested by the Indemnitee, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to the Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so requestrequested, (A) by the Board of Directors, by a majority vote of a quorum (determined in accordance with the GP LLC Agreement) consisting of Disinterested Directors, or (B) if a duly authorized committee thereof) by quorum consisting of Disinterested Directors is not obtainable or if a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum of the Board consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to the Indemnitee, or . The Independent Counsel shall be selected by the Board of Directors (C) if so directed by including a vote of a majority of the members Disinterested Directors if obtainable) and the Partnership shall give written notice to the Indemnitee advising of the Boardidentity of the Independent Counsel so selected unless there shall have occurred within two years prior to the date of the commencement of the proceeding for which indemnification is claimed a “Change in Control” as defined in the Partnership’s 2024 Long-Term Incentive Plan, in which case the Independent Counsel shall be selected by the shareholders Indemnitee unless the Indemnitee shall request that such selection be made by the Board of Directors. Such determination of entitlement to indemnification shall be made promptly but not later than 30 days after receipt by the Company; and, if Partnership of a written request for indemnification. If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten (10) 10 days after such determination. Any Independent CounselNotwithstanding the foregoing, member of if a Change in Control has occurred, the Board or shareholder of the Company shall act reasonably and in good faith in making Indemnitee may require a determination regarding with respect to the Indemnitee’s entitlement to indemnification under this Agreement. (c) The Company shall pay the fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify such be made by Independent Counsel against any and all expensesin a written opinion to the Board of Directors (which opinion may be a “should hold” or a “more likely than not” opinion), claims, liabilities and damages arising out a copy of or relating which shall be delivered to this Agreement or the Independent Counsel’s engagement as such pursuant heretoIndemnitee.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification or advancement of Expenses under this Agreement, the Indemnitee shall submit to the Company Partnership a written demand thereforrequest, including documentation and information which is reasonably available to the Indemnitee and is reasonably necessary to determine whether the Indemnitee is entitled to indemnification; provided, however, that no deficiency in such request, documentation or information shall adversely affect the Indemnitee’s right to indemnification or advancement of Expenses under this Agreement. The Secretary of the Company General Partner shall, promptly upon receipt of such a demand request for indemnification, provide copies advise the Board of Directors that the demand Indemnitee has requested indemnification. Any Expenses incurred by, or in the case of retainers, to be incurred by, the BoardIndemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Partnership. (b) Upon written request The Indemnitee shall be entitled to indemnification or advancement of Expenses hereunder without any separate determination by or on behalf of the Partnership pursuant to Section 8(c) hereof with respect to any Proceeding and/or any claim, issue or matter with respect thereto: (i) which is resolved by agreement without any payment or assumption or admission of liability by the Indemnitee, or which is terminated by withdrawal or dismissal, with or without prejudice; or (ii) which was terminated by any other means, but in which the Indemnitee was not determined to be liable with respect to such claim, issue or matter asserted against the Indemnitee in the Proceeding; (iii) as to which a court or arbitrator determines upon application that, despite such a determination of liability on the part of the Indemnitee, but in view of all the circumstances of the Proceeding and of the Indemnitee’s conduct with respect thereto, the Indemnitee is fairly and reasonably entitled to indemnification for such judgments, penalties, fines, amounts paid in settlement and Expenses as such court or arbitrator shall deem proper; provided, however, such decision shall have been rendered in or with respect to the Proceeding for which the Indemnitee seeks indemnification under this Agreement; or (iv) for any amounts owed to Indemnitee pursuant to Sections 5, 6, 7, or 10 hereof. (c) If a Proceeding has been finally resolved but Section 8(b) hereof does not apply to a portion of the amounts sought by the Indemnitee, a determination as to whether the Indemnitee is entitled to indemnification for such portion pursuant to the first sentence terms of Section 7(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto this Agreement shall promptly be made in the specific casecase by one of the following methods, which shall be at the sole election of the Indemnitee: (i) if a Change in Control shall have occurredrequested by the Indemnitee, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to the Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so requestrequested, (A) by the Board of Directors, by a majority vote of a quorum (determined in accordance with the GP LLC Agreement) consisting of Disinterested Directors, or (B) if a duly authorized committee thereof) by quorum consisting of Disinterested Directors is not obtainable or if a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum of the Board consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to the Indemnitee, or . The Independent Counsel shall be selected by the Board of Directors (C) if so directed by including a vote of a majority of the members Disinterested Directors if obtainable) and the Partnership shall give written notice to the Indemnitee advising of the Boardidentity of the Independent Counsel so selected unless there shall have occurred within two years prior to the date of the commencement of the proceeding for which indemnification is claimed a “Change in Control” as defined in the Partnership’s 2023 Long Term Incentive Plan, in which case the Independent Counsel shall be selected by the shareholders Indemnitee unless the Indemnitee shall request that such selection be made by the Board of Directors. Such determination of entitlement to indemnification shall be made promptly but not later than 30 days after receipt by the Company; and, if Partnership of a written request for indemnification. If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten (10) 10 days after such determination. Any Independent CounselNotwithstanding the foregoing, member of if a Change in Control has occurred, the Board or shareholder of the Company shall act reasonably and in good faith in making Indemnitee may require a determination regarding with respect to the Indemnitee’s entitlement to indemnification under this Agreement. (c) The Company shall pay the fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify such be made by Independent Counsel against any and all expensesin a written opinion to the Board of Directors (which opinion may be a “should hold” or a “more likely than not” opinion), claims, liabilities and damages arising out a copy of or relating which shall be delivered to this Agreement or the Independent Counsel’s engagement as such pursuant heretoIndemnitee.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain Whenever the Director believes that he or she is entitled to indemnification under pursuant to this Agreement, Indemnitee the Director shall submit a written request for indemnification to the Company Bank, to the attention of the President, with a written demand thereforcopy to the General Counsel. The Secretary request shall include all documentation or information necessary for the determination of entitlement to indemnification that is reasonably available to the Director. Determination of the Company Director's entitlement to indemnification shall be made not later than 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 that could enable the Bank to determine the Director's entitlement to indemnification. The President or the General Counsel shall, promptly upon receipt of such a demand the Director's request for indemnification, provide copies of advise the demand to Board in writing that the BoardDirector has made such a request for indemnification. (b) Upon written request by Indemnitee for The Bank shall be entitled to select the forum in which the Director's entitlement to indemnification pursuant will be heard. The Bank shall notify the Director in writing as to the first sentence forum selected, which selection shall be one of Section 7(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: following: (i) if A majority vote of all the directors who are Disinterested Directors, even though less than a Change in Control shall have occurredquorum; (ii) A committee of Disinterested Directors designated by a majority of such directors, by even though less than a quorum; or (iii) Independent Counsel selected by the Board, which Independent Counsel shall make the required determination in a written opinion to the Boardopinion, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum of the Board consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion furnished to the BoardBank, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members Director and each other member of the Board, . The Bank agrees to bear all Expenses actually and reasonably incurred by the shareholders Director and all Expenses actually incurred by the Bank in connection with the determination of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Any Independent Counsel, member of the Board or shareholder of the Company shall act reasonably and in good faith in making a determination regarding IndemniteeDirector’s entitlement to indemnification under this Agreementin any of the above forums. (c) The Company shall pay the fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement as such pursuant hereto.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee Director shall submit to the Company a written demand thereforrequest, including such documentation and information as is reasonably available to Director and is reasonably necessary to determine whether and to what extent Director is entitled to indemnification. The determination of Director’s entitlement to indemnification shall be made not later than 90 days after receipt by the Company of the written request for indemnification. The Secretary of the Company shall, promptly upon receipt of such a demand request for indemnification, provide copies advise the Board of the demand to the BoardDirectors in writing that Director has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a), a determination, if required by applicable law, with respect to IndemniteeDirector’s entitlement thereto to indemnification under any of Sections 2, 3, 4 and 5 of this Agreement shall promptly be made determined in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) of Directors by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum of the Board consisting of Disinterested Trustees Directors (as hereinafter defined); (ii) by Independent Counsel (as hereinafter defined), in a written opinion if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs; or (iii) by the stockholders of the Company. If, with regard to Section 5 of this Agreement, such a determination is not permitted by law or if a quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee such determination shall be made within ten (10) days after such determination. Any Independent Counsel, member by the Chancery Court of the Board State of Delaware or shareholder of the Company shall act reasonably and court in good faith in making a determination regarding Indemnitee’s entitlement which the Proceeding giving rise to the claim for indemnification under this Agreementis brought. (c) In the event that the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) of this Agreement, the Independent Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Director advising him of the identity of the Independent Counsel so selected. Director may, within 7 days after receipt of such written notice of selection shall have been given, deliver to the Company a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected shall be disqualified from acting as such. If, within 20 days after submission by Director of a written request for indemnification pursuant to Section 6(a) of this Agreement, no Independent Counsel shall have been selected, or if selected shall have been objected to, in accordance with this Section 6(c), either the Company or Director may petition the Court of Chancery of the State of Delaware for the appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person so appointed shall act as Independent Counsel under Section 6(b) of this Agreement, and the Company shall pay the all reasonable fees and expenses incident to the procedures of Independent Counselthis Section 6(c), if one is appointed, and shall agree to fully indemnify regardless of the manner in which such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of was selected or relating to this Agreement or the Independent Counsel’s engagement as such pursuant heretoappointed.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain 6.1 Whenever Indemnitee believes that he or she is entitled to indemnification under pursuant to this Agreement, Indemnitee shall submit a written request for indemnification (the “Indemnification Request”) to the Company a written demand thereforto the attention of the Chief Executive Officer with copies to the Secretary and the General Counsel. This request shall include documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee. Determination of Indemnitee's entitlement to indemnification shall be made no later than sixty (60) days after receipt of the Indemnification Request. The Chief Executive Officer or the Secretary of or the Company General Counsel shall, promptly upon receipt of Indemnitee's Indemnification Request, advise the Board in writing that Indemnitee has made such a demand request for indemnification. Prior to any determination, provide copies of Indemnitee shall, at the demand Company’s request, execute and deliver to the Board. (b) Upon written request by Company an undertaking, consistent with Delaware General Corporation Law § 145(e), to repay the amounts of indemnification requested pursuant to this Agreement if it shall ultimately be determined that Indemnitee for indemnification is not entitled to be indemnified pursuant to the first sentence terms of Section 7(a)this Agreement. 6.2 Following receipt by the Company of an Indemnification Request, a an initial determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly be made in the specific casecase by one of the following four methods, which shall be at the election of the Board of Directors: (i1) by a majority vote of the Disinterested Directors, even though less than a quorum, (2) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum, (3) if a Change in Control shall have occurredthere are no Disinterested Directors or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy Board of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum of the Board consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the BoardDirectors, a copy of which shall be delivered to Indemnitee, or (C4) if so directed by a majority vote of the members of the Board, by the shareholders stockholders of the Company; and. Notwithstanding the foregoing, if it is so determined that Indemnitee is entitled to indemnificationfollowing a Change of Control, payment to Indemnitee the determination shall be made within ten by Independent Counsel pursuant to clause (103) days after such determinationabove. Any Independent Counsel, member of the Board The Company agrees to bear any and all Expenses reasonably incurred by Indemnitee or shareholder of the Company shall act reasonably and in good faith in making a connection with the determination regarding of Indemnitee’s 's entitlement to indemnification under this Agreementby any of the above methods. . (c) The Company shall pay the fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement as such pursuant hereto.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall must submit to the Company a written demand thereforrequest therefor which specifies the Section or Sections under which Indemnitee is seeking indemnification and which includes, or is accompanied by, such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to that indemnification. The Secretary Indemnitee may request indemnification hereunder at any time and from time to time as Indemnitee deems appropriate in Indemnitee’s sole discretion. In the case of any request for indemnification under Section 2(a) as to any Claim which is pending or threatened at the time Indemnitee delivers that request to the Company and would not be resolved with finality, whether by judgment, order, settlement or otherwise, on payment of the indemnification requested, the Company shall, promptly upon receipt may defer the determination under Section 5(c) of such Indemnitee’s entitlement to that indemnification to a demand for indemnification, provide copies date that is no later than 45 days after the effective date of that final resolution if the demand Board concludes in good faith that an earlier determination would be materially prejudicial to the BoardCompany or a Related Enterprise. (b) Upon On written request by Indemnitee under section 5(a) for indemnification pursuant to the first sentence of under Section 7(a2(a), a determination, if required by applicable law, with respect to the determination of Indemnitee’s entitlement thereto to that indemnification will be made: (1) if Indemnitee will be a director or officer of the Company at the time that determination is made, under Section 5(c) in each case; or (2) if Indemnitee will not be a director or officer of the Company at the time that determination is made, under Section 5(c) in any case, if so requested in writing by Indemnitee or so directed by the Board, or, in the absence of that request and direction, as the Board shall promptly duly authorize or direct. (c) Each determination of Indemnitee’s entitlement to indemnification under Section 2(a) to which this Section 5(c) applies will be made in as follows: (1) by a majority vote of the specific case: Disinterested Directors, even though less than a quorum; or (i2) by a committee of Disinterested Directors a majority vote of the Disinterested Directors may designate, even though less than a quorum; or (3) if (A) there are no Disinterested Directors or (B) a Change in Control shall have occurredmajority vote of the Disinterested Directors so directs, by an Independent Counsel in a written opinion to the Board, a copy of which shall be delivered the Company will deliver to Indemnitee; or (ii) provided, however, that if a Change Indemnitee has so requested in Control shall not have occurred or ifIndemnitee’s request for indemnification, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum of the Board consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by an Independent Counsel will make that determination in a written opinion to the Board, a copy of which shall be delivered the Company will deliver to Indemnitee, or . (Cd) if so directed by a majority of the members of the Board, by the shareholders of the Company; and, if If it is so determined that Indemnitee is entitled to indemnificationindemnification under Section 2(a), payment the Company will, or will cause another Company Entity to, subject to the provisions of Section 5(f): (1) within 10 days after that determination pay to Indemnitee shall be made all amounts (A) theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination and (B) requested from the Company in writing by Indemnitee; and (2) thereafter on written request by Indemnitee, pay to Indemnitee within ten (10) 10 days after that request such additional amounts theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination. Any Independent CounselIndemnitee will cooperate with the person, member of persons or entity making the Board or shareholder of the Company shall act reasonably and in good faith in making a determination regarding under Section 5(c) with respect to Indemnitee’s entitlement to indemnification under this AgreementSection 2(a), including providing to such person, persons or entity, on reasonable advance request, any documentation or information that is: (1) not privileged or otherwise protected from disclosure; (2) reasonably available to Indemnitee; and (3) reasonably necessary to that determination. (ce) If an independent Counsel is to make a determination under Section 5(c) of entitlement to indemnification under Section 2(a), it will be selected as this Section 5(e) provides. If a Change of Control has not occurred within the period of two years prior to the date of Indemnitee’s written request for that indemnification, the Board will select the Independent Counsel. If a Change of Control has occurred within that period, Indemnitee will select the Independent Counsel, unless Indemnitee requests that the Board make the selection, in which event the Board will do so. The party entitled initially to select the Independent Counsel must give written notice to the other party which names the person or firm it has selected, whereupon the other party may, within 10 days after its receipt of that notice, deliver to the selecting party a written objection to the selection; provided, however, that any such objection may be asserted only on the ground that the person or firm selected is not an “Independent Counsel” as Section 14 defines that term, and the objection must set forth with particularity the factual basis for that assertion. Absent a proper and timely objection, the person or firm so selected will act as Independent Counsel under Section 5(c). If any such written objection is so made and substantiated, the person or firm so selected may not serve as Independent Counsel unless and until the objection is withdrawn or a court of competent jurisdiction has determined that the objection is without merit. If the person or firm that will act as Independent Counsel has not been determined within 30 days after Indemnitee’s submission of the related request for indemnification, either the Company or Indemnitee may petition the Court of Chancery for resolution of any objection that has been made by the Company or Indemnitee to the other’s selection of Independent Counsel or for the appointment as Independent Counsel of a person or firm selected by the Court of Chancery or by such other person or firm as the Court of Chancery designates, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel under Section 5(c). The Company shall will pay the any and all reasonable fees and expenses the Independent Counsel incurs in connection with acting under Section 5(c), and the Company will pay all reasonable fees and expenses incident to the procedures this Section 5(e) sets forth, regardless of the manner in which the Independent Counsel is selected or appointed. If Indemnitee becomes entitled to, and does, initiate any judicial proceeding or arbitration under Section 7, the Company will terminate its engagement of the person or firm acting as Independent Counsel, whereupon that person or firm will be, subject to the applicable standards of professional conduct then prevailing, relieved of any further responsibility in the capacity of Independent Counsel. (f) The amount of any indemnification against Expenses to which Indemnitee becomes entitled under any provision hereof, if one is appointedincluding Section 2(a), will be determined subject to the provisions of this Section 5(f). Indemnitee will have the burden of showing that Indemnitee actually has incurred the Expenses for which Indemnitee requests indemnification. If the Company or a Company Entity has made any advance in respect of any Expense without objecting in writing to Indemnitee at the time of the advance to the reasonableness thereof, the incurrence of that Expense by Indemnitee will be deemed for all purposes hereof to have been reasonable. In the case of any Expense as to which such an objection has been made, or any Expense for which no advance has been made, the incurrence of that Expense will be presumed to have been reasonable, and shall agree the Company will have the burden of proof to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement as such pursuant heretoovercome that presumption.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain When seeking indemnification under this AgreementAgreement (which shall not include in any case the right of Indemnitee to receive payments pursuant to Section 8 and Section 9 hereof, which shall not be subject to this Section 10), Indemnitee shall submit a written request for indemnification to the Company a and the Subsidiary; provided, however, that no delay or failure on the part of the Indemnitee in notifying the Company or the Subsidiary shall relieve the Company or the Subsidiary, as the case may be, from any obligation hereunder unless and solely to the extent the Company or the Subsidiary, as the case may be, is materially and adversely prejudiced thereby. Determination of Indemnitee's entitlement to indemnification shall be made promptly, but in no event later than 60 days after receipt by the Company and the Subsidiary of Indemnitee's written demand thereforrequest for indemnification. The Secretary of the Company shall, promptly upon receipt of such a demand Indemnitee's request for indemnification, provide copies of advise the demand to the BoardBoard that Indemnitee has made such request for indemnification. (b) Upon If, at the time of the receipt of a written request by Indemnitee for indemnification pursuant to Section 10(a) above, the first sentence Company has D&O Insurance, as such term is defined in Section 15 below, in effect, the Company shall give prompt notice of Section 7(a)the Proceeding which is the subject of such request to the insurers in accordance with the procedures set forth in the respective policies in favor of Indemnitee. The Company shall, thereafter, take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all Losses and Expenses payable as a determinationresult of such action, if required by applicable law, suit or proceeding in accordance with respect the terms of such policies. (c) The entitlement of Indemnitee to Indemnitee’s entitlement thereto indemnification under this Agreement shall promptly be made determined in the specific case: case (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A1) by the Board (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors, even though less than a quorum consisting of Disinterested Trusteesquorum, or (B2) by a committee of the Disinterested Directors designated by majority vote of the Disinterested Directors, even though less than a quorum, or (3) if a quorum there are no Disinterested Directors, or if such Disinterested Directors so direct, by Independent Counsel, or (4) by the stockholders of the Company. (d) In the event the determination of entitlement is to be made by Independent Counsel, such Independent Counsel shall be selected by the Board and the Board of Directors of the Subsidiary and approved by Indemnitee. Upon failure of the Board consisting and the Board of Disinterested Trustees Directors of the Subsidiary to so select such Independent Counsel or upon failure of Indemnitee to so approve, such Independent Counsel shall be selected by the American Arbitration Association of New York, New York or such other person as such Association shall designate to make such selection. (e) If a determination made pursuant to Section 10(c) is that Indemnitee is not obtainable orentitled to indemnification to the full extent of Indemnitee's request, even if obtainableIndemnitee shall have the right to seek entitlement to indemnification in accordance with the procedures set forth in Section 11 hereof. (f) If the person or persons empowered pursuant to Section 10(c) to make a determination with respect to entitlement to indemnification shall have failed to make the requested determination within 60 days after receipt by the Company and the Subsidiary of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be absolutely entitled to such quorum indemnification, absent (i) misrepresentation by Indemnitee of Disinterested Trustees so directsa material fact in the request for indemnification or (ii) a final judicial determination that all or any part of such indemnification is expressly prohibited by law. (g) The termination of any Proceeding by judgment, by Independent Counsel order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, adversely affect the rights of Indemnitee to indemnification hereunder except as may be specifically provided herein, or create a presumption that Indemnitee did not act in good faith and in a written opinion manner which Indemnitee reasonably believed to be in or not opposed to the Board, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority best interests of the members of Company or the Board, by Subsidiary or the shareholders stockholders of the Company; and, if it is so determined as the case may be, or create a presumption that (with respect to any criminal action or proceeding) Indemnitee is entitled had reasonable cause to indemnificationbelieve that Indemnitee's conduct was lawful. (h) For purposes of any determination of good faith hereunder, payment to Indemnitee shall be made within ten (10) days after deemed to have acted in good faith if in taking such determination. Any Independent Counsel, member action Indemnitee relied on the records or books of the Board or shareholder account of the Company or the Subsidiary or an Affiliate, including financial statements, or on information supplied to Indemnitee by the officers of the Company or the Subsidiary or an Affiliate in the course of their duties, or on the advice of legal counsel for the Company or the Subsidiary or an Affiliate or on information or records given or reports made to the Company or the Subsidiary or an Affiliate by an independent certified public accountant or by an appraiser or other expert selected with reasonable care. The Company and/or the Subsidiary shall act reasonably and have the burden of establishing the absence of good faith. The provisions of this Section 10(h) shall not be deemed to be exclusive or to limit in good faith any way the other circumstances in making a determination regarding Indemnitee’s entitlement which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (i) The knowledge and/or actions, or failure to act, of any other director, officer, agent or employee of the Company or the Subsidiary or an Affiliate shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (c) The Company shall pay the fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement as such pursuant hereto.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification or advancement of Expenses under this Agreement, Indemnitee shall submit to the Company a written demand request therefor. The Secretary of the Company shall, promptly upon receipt of including in such a demand for indemnification, provide copies of the demand request such documentation and information as is reasonably available to the BoardIndemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. (b) It is the express intention of the parties that the Indemnitee be entitled to indemnification hereunder to the fullest extent permitted by Delaware law. Without limiting the generality or effect of the immediately preceding sentence, and without excluding any other basis upon which Indemnitee may be found to be entitled to indemnification hereunder, the Indemnitee shall be entitled to indemnification hereunder if (i) Indemnitee acted 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 and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful, or (ii) Indemnitee has been successful on the merits or otherwise in defense of any Proceeding or any claim, issue or matter therein. (c) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a)9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the BoardBoard of Directors of the Company, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so requestoccurred, (A) by the Board (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors, even though less than a quorum consisting of Disinterested Trusteesthe Board of Directors of the Company, or (B) if a quorum of the Board consisting of there are no Disinterested Trustees is not obtainable Directors or, even if obtainable, such quorum of the Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the BoardBoard of Directors of the Company, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority vote of a quorum of the members outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the BoardProceeding in question, by the shareholders or (D) a court of the Company; and, if competent jurisdiction. If it is so determined that Indemnitee is entitled to indemnificationindemnification hereunder, payment to Indemnitee shall be made within ten (10) 60 days after such determinationreceipt by the Company of the request for indemnification required pursuant to Section 9(a) hereof. Any Independent Counselcosts or expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in cooperating with the person, member of persons or entity making the Board or shareholder of the Company shall act reasonably and determination discussed in good faith in making a determination regarding this Section 9(c) with respect to Indemnitee’s entitlement to indemnification under this Agreementindemnification, shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (cd) The In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(c) hereof, the Independent Counsel shall be selected as provided in this Section 9(d). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors of the Company, and the Company shall pay give written notice to Indemnitee advising him or her of the fees identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors of the Company, in which event the preceding sentence shall apply), and expenses Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(c) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel, if one is appointedCounsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall agree to fully indemnify such act as Independent Counsel against any and under this Section 9. (e) Indemnitee will be deemed a party to a Proceeding for all expensespurposes hereof if Indemnitee is named as a defendant or respondent in a complaint or petition for relief in that Proceeding, claims, liabilities and damages arising out regardless of whether Indemnitee is ever served with process or relating to this Agreement or the Independent Counsel’s engagement as such pursuant heretomakes an appearance in that Proceeding.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain If indemnification under this Agreementor advancement of expenses is desired hereunder by Indemnitee, Indemnitee shall submit a written request (including therein or therewith any documentation and information as is reasonably available to Indemnitee and reasonably requested by the Company) to the Company as soon as practicable after the Indemnitee becomes aware of any fact, condition or event which may give rise to claim for which indemnification or advancement may be sought under this Agreement. If any Proceeding is filed or threatened to be filed against an Indemnitee, written notice thereof shall be given to the Company as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons or receipt of the written notification of a Proceeding or threatened Proceeding). The failure of an Indemnitee to give timely notice under this Section shall not affect its rights to indemnification hereunder, except to the extent the Company demonstrates actual damage caused by such failure. After the Company’s receipt of the written demand therefornotice, if the Company acknowledges in writing to the Indemnitee that it shall be obligated under the indemnification terms hereof in connection with such Proceeding, then the Company shall be entitled, if it so elects, (i) to take control of the defense and investigation of the Proceeding, (ii) to employ and engage attorneys (who are reasonably acceptable to the Indemnitee) to handle and defend the Proceeding at the Company’s cost, risk, and expense (unless the named parties to the Proceeding include both the Indemnitee and the Company, and the Indemnitee has been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Company), and (iii) to compromise or settle the Proceeding, which compromise or settlement shall be made only with the written consent of the Indemnitee, such consent not to be unreasonably withheld. If the Company fails to assume the defense of the Proceeding within five (5) calendar days after receipt of the indemnification notice, the Indemnitee shall (upon delivering notice to such effect to the Company) have the right to undertake, at the Company’s cost and expense, the defense, compromise or settlement of the Proceeding instead and on behalf of and for the account and risk of the Company; provided, however, that the Proceeding shall not be compromised or settled without the written consent of the Company, which consent shall not be unreasonably withheld. In the event the Indemnitee assumes the defense of the Proceeding, the Indemnitee shall keep the Company reasonably informed of the progress of any such defense, compromise or settlement. The Company shall be liable for any settlement of any Proceeding effected pursuant to and in accordance with this Section for any final judgment (subject to any right of appeal), and the Company shall indemnify and hold harmless any Indemnitee from and against any damages and costs by reason of such settlement or judgment. The Secretary of the Company shall, promptly upon receipt of any such a demand request for indemnification, provide copies of advise the demand to the BoardBoard in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a)9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific casemade: (i) if a Change in Control shall have occurred, then by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to IndemniteeIndemnitee (unless Indemnitee shall request that such determination be made by the Board or the Company’s stockholders, in which case in the manner provided for in clauses (ii) or (iii) of this Section 9(b)); or (ii) if a Change in Control shall not have occurred or ifoccurred, after a Change in Control, Indemnitee shall so request, then (A) by the Board (or a duly authorized committee thereof) by a majority affirmative vote of a majority of a quorum of the Board consisting of Disinterested TrusteesDirectors, or (B) if a quorum of the Board consisting of Disinterested Trustees Directors is not obtainable orobtainable, or even if such quorum is obtainable, if such quorum of Disinterested Trustees Directors so directs, either (x) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (Cy) if so directed by a majority the stockholders of the members Company, as determined by such quorum of Disinterested Directors, or a quorum of the Board, by as the shareholders of the Companycase may be; and, if or (iii) as provided in Section 10(b). If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Any Independent CounselIndemnitee shall cooperate with any and all individuals or entities making such determination (such person or persons, member of the Board or shareholder of the Company shall act reasonably and in good faith in making a determination regarding “Determining Person”) with respect to Indemnitee’s entitlement to indemnification under this Agreementindemnification, including providing to the Determining Person 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 costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in cooperating with the Determining Person shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) (i) If required, Independent Counsel shall be selected as follows: (A) if a Change in Control shall not have occurred, Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of Independent Counsel so selected, or (B) if a Change in Control shall have occurred, Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the foregoing clause (i) shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within seven (7) days after written notice of selection shall have been given, deliver to the Company or to Indemnitee (as the case may be) a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in Section 1. Such objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the person selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. (ii) If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected, or if a person shall have been selected as Independent Counsel and objected to by the person not selecting such person, then either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware, or other court of competent jurisdiction, for resolution of any objection which may have been made, and/or for the appointment as Independent Counsel of a person selected by such court (or by a person delegated by the court). The person with respect to whom an objection is so resolved, or the person so appointed, shall act as Independent Counsel under Section 9(b) hereof. The Company shall pay the any and all reasonable fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify Counsel incurred by such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating in connection with its actions pursuant to this Agreement Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding or arbitration pursuant to Section 11(a), Independent Counsel’s engagement as Counsel shall be discharged and relieved of any further responsibility in such pursuant heretocapacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) 9.1 To obtain indemnification under this AgreementAgreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company a written demand thereforrequest, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of any such a demand request for indemnification, provide copies of advise the demand to the BoardBoard in writing that Indemnitee has requested indemnification. (b) 9.2 Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a)9.1 hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific such case: (i) if a Change in Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the Board or the shareholders, in which case such determination shall be made in the manner provided for in clauses (ii) or (iii) of this Section 9.2) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in of Control shall not have occurred or ifoccurred, after a Change in Control, Indemnitee shall so requestat the election of the Company, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested TrusteesDirectors, or (B) if a quorum of the Board consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such quorum by a majority of a committee of the Board consisting of two or more Disinterested Trustees so directsDirectors, or (C) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (CD) if so directed by a majority of the members of the Board, by the shareholders of the Company, by a majority vote of a quorum consisting of shareholders who are not parties to the proceeding, or if no such quorum is obtainable, by a majority vote of shareholders who are not parties to such proceeding; and, if or (iii) as provided in Section 10.2 of this Agreement. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Any Independent CounselIndemnitee shall cooperate with the person, member of the Board persons or shareholder of the Company shall act reasonably and in good faith in entity making a such determination regarding with respect to Indemnitee’s entitlement to indemnification under 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 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 by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. 9.3 If a Change in Control shall have occurred, Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee (or the Board, as the case may be) shall give written notice to the other party advising it of the identity of Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within seven days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement. , and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (c20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9.1 hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction, for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9.2 hereof. The Company shall pay the any and all reasonable fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify Counsel incurred by such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating in connection with its actions pursuant to this Agreement Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 9.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding pursuant to Section 11.1(iii) of this Agreement, Independent Counsel’s engagement as Counsel shall be discharged and relieved of any further responsibility in such pursuant heretocapacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company Trust a written demand therefor, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary or appropriate to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company Trust shall, promptly upon receipt of such a demand for indemnification, provide copies of the demand to the Board. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a8(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum of the Board consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board, by the shareholders of Shareholders (other than Trustees and officers who are parties to the CompanyProceeding); and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Any Independent Counsel, member of the Board or shareholder of the Company Shareholder shall act reasonably and in good faith in making a determination regarding Indemnitee’s entitlement to indemnification under this Agreement. (c) The Company Trust shall pay the fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement as such pursuant hereto.

Procedure for Determination of Entitlement to Indemnification. (a) 9.1 To obtain indemnification under this AgreementAgreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company a written demand thereforrequest, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary duly authorized officer of the Company shall, promptly upon receipt of any such a demand request for indemnification, provide copies of advise the demand to the BoardBoard in writing that Indemnitee has requested indemnification. (b) 9.2 Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a)9.1 hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific such case: (i) if a Change in Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the Board or the shareholders, in which case in the manner provided for in clauses (ii) or (iii) of this Section 9.2) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in of Control shall not have occurred or ifoccurred, after a Change in Control, Indemnitee shall so requestat the election of the Company, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested TrusteesDirectors, or (B) if a quorum of the Board consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such quorum by a majority of a committee of the Board consisting of two or more Disinterested Trustees so directsDirectors, or (C) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (CD) if so directed by a majority of the members of the Board, by the shareholders of the Company, by a majority vote of a quorum consisting of shareholders who are not parties to the proceeding, or if no such quorum is obtainable, by a majority vote of shareholders who are not parties to such proceeding; and, if or (iii) as provided in Section 10.2 of this Agreement. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Any Independent CounselIndemnitee shall cooperate with the person, member of the Board persons or shareholder of the Company shall act reasonably and in good faith in entity making a such determination regarding with respect to Indemnitee’s entitlement to indemnification under 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 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 by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. 9.3 If a Change of Control shall have occurred, Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of Independent Counsel so selected. The Company or Indemnitee, as the case may be, shall give written notice to the other party advising it of the identity of Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within seven days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement. (c) , and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9.1 hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Grand Court of the Cayman Islands or other court of competent jurisdiction, for resolution of any objection which has been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9.2 hereof. The Company shall pay the any and all reasonable fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify Counsel incurred by such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating in connection with its actions pursuant to this Agreement Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 9.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding pursuant to Section 11.1(iii) of this Agreement, Independent Counsel’s engagement as Counsel shall be discharged and relieved of any further responsibility in such pursuant heretocapacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain When seeking indemnification under this AgreementAgreement (which shall not include in any case the right of Indemnitee to receive payments pursuant to Section 7 and Section 8 hereof, which shall not be subject to this Section 9), Indemnitee shall submit a written request for indemnification to the Company. Such request shall include documentation or information which is reasonably necessary for the Company to make a determination of Indemnitee's entitlement to indemnification hereunder and which is reasonably available to Indemnitee. Determination of Indemnitee's entitlement to indemnification shall be made promptly, but in no event later than thirty (30) days after receipt by the Company of Indemnitee's written demand thereforrequest for indemnification. The Secretary of the Company shall, promptly upon receipt of such a demand Indemnitee's request for indemnification, provide copies of advise the demand to the BoardBoard that Indemnitee has made such request for indemnification. (b) Upon written request by The entitlement of Indemnitee for to indemnification pursuant to the first sentence under this Agreement in respect of Section 7(a)any pending, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto contemplated or threatened Proceeding shall promptly be made determined in the specific case: case by (i) if the Board of Directors by a Change in Control shall have occurredmajority vote of those directors who were not party to such Proceeding, by Independent Counsel in whether or not they constitute a written opinion to quorum of the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) by a majority vote of such a quorum consisting of Disinterested Trusteesis not obtainable, or (B) if a quorum of the Board consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees disinterested directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemniteeopinion, or (Ciii) if so directed by a majority the stockholders. (c) In the event the determination of entitlement is to be made by Independent Counsel, such Independent Counsel shall be selected by the Board and approved by Indemnitee. Upon failure of the members Board and the Board of Directors so to select such Independent Counsel or upon failure of Indemnitee so to approve, such Independent Counsel shall be selected by the President of the Board, by the shareholders Association of the Company; and, if it Bar of the City of New York. (d) If the determination made pursuant to Section 9(b) is so determined that Indemnitee is not entitled to indemnificationindemnification to the full extent of Indemnitee's request, payment Indemnitee shall have the right to seek entitlement to indemnification in accordance with the procedures set forth in Section 10 hereof. (e) If the person or persons empowered pursuant to Section 9(b) hereof to make a determination with respect to entitlement to indemnification shall have failed to make the requested determination within sixty (60) days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be made within ten absolutely entitled to such indemnification, absent (10i) days after misrepresentation by Indemnitee of a material fact in the request for indemnification or (ii) a final judicial determination that all or any part of such determination. Any Independent Counselindemnification is expressly prohibited by law. (f) The termination of any Proceeding by judgment, member order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, adversely affect the Board rights of Indemnitee to indemnification hereunder except as may be specifically provided herein, or shareholder create a presumption that Indemnitee did not act in good faith and in a manner that Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or create a presumption that (with respect to any criminal action or Proceeding) Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful. (g) For purposes of any determination of good faith hereunder, Indemnitee shall act reasonably and be deemed to have acted in good faith if in making a determination regarding Indemnitee’s entitlement taking such action Indemnitee relied on the records or books of account of the Company or an Affiliate, including financial statements, or on information supplied to Indemnitee by the officers of the Company or an Affiliate in the course of their duties, or on the advice of legal counsel for the Company or an Affiliate or on information or records given or reports made to the Company or an Affiliate by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or an Affiliate. The Company shall have the burden of establishing the absence of good faith. The provisions of this Section 9(g) 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. (h) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company or an Affiliate shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (c) The Company shall pay the fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement as such pursuant hereto.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written demand thereforrequest, including documentation and information that is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a demand request for indemnification, provide copies advise the Board of Directors in writing that Indemnitee has requested indemnification. Any Expenses incurred by the Indemnitee in connection with the Indemnitee's request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold the Indemnitee harmless for any Expenses incurred by Indemnitee under the immediately preceding sentence irrespective of the demand outcome of the determination of the Indemnitee's entitlement to the Boardindemnification. (b) Upon written request by the Indemnitee for indemnification pursuant to Section 2 hereof, the first sentence entitlement of Section 7(a)the Indemnitee to indemnification pursuant to the terms of this Agreement shall be determined by the following person or persons, a who shall be empowered to make such determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if by the Board of Directors by a Change in Control shall have occurredmajority of a quorum, by Independent Counsel in with only Disinterested Directors (as hereinafter defined) counted for determining both a written opinion to the Board, majority and a copy of which shall be delivered to Indemniteequorum; or (ii) if a Change in Control shall quorum cannot have occurred or ifbe obtained under clause (i), after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum committee of the Board of Directors, consisting solely of two or more Disinterested Trustees is not obtainable orDirectors, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel duly designated to act in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (C) if so directed matter by a majority of the members full Board of Directors including the Boarddirectors who are parties to such action, suit, investigation or proceeding; (iii) if a determination is not made under clause (i) or (ii), by Special Legal Counsel; or (iv) if a determination is not made under clause (i), (ii) or (iii), by the affirmative vote of a majority of the shareholders of the Company; and, if with the shares held by parties to the proceeding not counted for purposes of determining a quorum and not entitled to vote on the determination. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such part of indemnification among such claims, issues or matters. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Any Independent Counsel, member of the Board or shareholder of the Company shall act reasonably and in good faith in making a determination regarding Indemnitee’s entitlement to indemnification under this Agreement. (c) The Company shall pay the fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement as such pursuant hereto.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain Whenever an Indemnified Party believes that he or she is entitled to indemnification under pursuant to this Agreement, Indemnitee the Indemnified Party shall submit a written request for indemnification to the Company a written demand thereforCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Executive to support his or her claim for indemnification. The Indemnified Party shall submit such claim for indemnification within a reasonable time not to exceed five (5) years after any ---- - judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, final termination or other disposition or partial disposition of any Proceeding, whichever is the later date for which the Indemnified Party requests indemnification. The President or the Secretary of the Company or other appropriate officer shall, promptly upon receipt of such a demand the Indemnified Party's request for indemnification, provide copies advise the Board of Directors in writing that the Indemnified Party has made such request. Determination of the demand Indemnified Party's entitlement to indemnification shall be made not later than ninety (90) days after the BoardCorporation's receipt of his or ------ -- her written request for such indemnification. (b) Upon An Indemnified Party shall be entitled to select the forum in which the Indemnified Party's request for indemnification will be heard, which selection shall be included in the written request by Indemnitee for indemnification pursuant to required in Section 8(a) above. The forum shall be any one of the first sentence of Section 7(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific casefollowing: ------------ (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to The stockholders of the Board, a copy of which shall be delivered to Indemnitee; or Corporation; (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a A quorum of the Board of Directors consisting of Disinterested Trustees is not obtainable Directors; or (iii) Independent legal counsel, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel who shall make the determination in a written opinion opinion. If the Indemnified Party fails to the Boardmake such designation, a copy of which his or her claim shall be delivered to Indemnitee, or (C) if so directed determined by a majority an appropriate court of the members State of the Board, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Any Independent Counsel, member of the Board or shareholder of the Company shall act reasonably and in good faith in making a determination regarding Indemnitee’s entitlement to indemnification under this AgreementDelaware. (c) The Company An Indemnified Party shall pay cooperate with the person, persons or entity making such determination with respect to the Indemnified Party'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 the Indemnified Party and reasonably necessary to such determination. Any costs or expenses (including attorneys' fees and expenses disbursements) incurred by the Indemnified Party in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation (irrespective of Independent Counsel, if one is appointed, the determination as to the Indemnified Party's entitlement to indemnification) and shall agree the Corporation hereby indemnifies and agrees to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or hold the Independent Counsel’s engagement as such pursuant heretoIndemnified Party harmless therefrom.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee Officer shall submit to the Company a written demand thereforrequest, including such documentation and information as is reasonably available to Officer and is reasonably necessary to determine whether and to what extent Officer is entitled to indemnification. The determination of Officer’s entitlement to indemnification shall be made not later than 60 days after receipt by the Company of the written request for indemnification. The Secretary of the Company shall, promptly upon receipt of such a demand request for indemnification, provide copies advise the Board of the demand to the BoardDirectors in writing that Officer has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a), a determination, if required by applicable law, with respect to IndemniteeOfficer’s entitlement thereto to indemnification under any of Sections 2, 3, and 4, and to contribution under Section 5, of this Agreement shall promptly be made determined in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) of Directors by a majority vote of a quorum of the Board of Directors consisting of Disinterested Trustees, Directors (as hereinafter defined); or (Bii) by Independent Counsel (as hereinafter defined), in a written opinion if a quorum of the Board of Directors consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs. If, with regard to Section 5 of this Agreement, such a determination is not permitted by law or if a quorum of Disinterested Directors so directs, such determination shall be made by the Chancery Court of the State of Delaware or the court in which the Proceeding giving rise to the claim for indemnification is brought. (c) In the event that the determination of entitlement to indemnification or contribution is to be made by Independent Counsel pursuant to Section 6(b) of this Agreement, the Independent Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Officer advising Officer of the identity of the Independent Counsel so selected. Officer may, within seven days after receipt of such written notice of selection shall have been given, deliver to the Company a written opinion objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected shall be disqualified from acting as such. If, within 20 days after submission by Officer of a written request for indemnification pursuant to Section 6(a) of this Agreement, no Independent Counsel shall have been selected, or if selected shall have been objected to, in accordance with this Section 6(c), either the Company or Officer may petition the Court of Chancery of the State of Delaware for the appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person so appointed shall act as Independent Counsel under Section 6(b) of this Agreement, and the Company shall pay all reasonable fees and expenses incident to the Boardprocedures of this Section 6(c), a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority regardless of the members manner in which such Independent Counsel was selected or appointed. (d) In connection with any determination of entitlement to indemnification or contribution hereunder, the Board, by determining party shall presume that Officer has satisfied the shareholders applicable standard of the Company; and, if it is so determined that Indemnitee conduct and is entitled to indemnification, payment to Indemnitee and the burden of proof shall be made within ten (10) days after such determination. Any Independent Counsel, member of the Board or shareholder of on the Company shall act reasonably or its representative to establish, by clear and in good faith in making a determination regarding Indemnitee’s entitlement to indemnification under this Agreementconvincing evidence, that Officer is not so entitled. (c) The Company shall pay the fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement as such pursuant hereto.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain Whenever Indemnitee believes that he or she is entitled to indemnification under or advancement of Expenses pursuant to this Agreement, Indemnitee shall submit a written request for indemnification (the “Indemnification Request”) to the Company to the attention of the Chief Executive Officer with a written demand thereforcopy to the Secretary. This request shall include documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee. Determination of Indemnitee’s entitlement to indemnification shall be made no later than forty-five (45) days after receipt of the Indemnification Request. The Chief Executive Officer or the Secretary of the Company shall, promptly upon receipt of Indemnitee’s Indemnification Request, advise the Board of Directors in writing that Indemnitee has made such a demand request for indemnification, provide copies of the demand to the Board. (b) Upon written request Following receipt by Indemnitee for indemnification pursuant to the first sentence Company of Section 7(a)an Indemnification Request, a an initial determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurredcase by one of the following four methods, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or at the election of the Board of Directors: (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A1) by a majority vote of the Board stockholders of the Company; (or a duly authorized committee thereof2) by a majority vote of a quorum of the Board of Directors consisting only of Disinterested Trustees, or Directors; (B3) if a quorum of the Board of Directors consisting only of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directsorders, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, opinion; or (C4) if so directed by a majority quorum of the members Board of the BoardDirectors consisting only of Disinterested Directors cannot be obtained, by Independent Counsel in a written opinion. Notwithstanding the shareholders foregoing, following a Change of Control, the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee determination shall be made within ten by Independent Counsel pursuant to clause (104) days after such determinationabove. Any Independent Counsel, member of the Board The Company agrees to bear any and all Expenses reasonably incurred by Indemnitee or shareholder of the Company shall act reasonably and in good faith in making a connection with the determination regarding of Indemnitee’s entitlement to indemnification under this Agreementby any of the above methods. (c) The Company shall pay the fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement as such pursuant hereto.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee Officer shall submit to the Company a written demand thereforrequest, including such documentation and information as is reasonably available to Officer and is reasonably necessary to determine whether and to what extent Officer is entitled to indemnification. The determination of Officer’s entitlement to indemnification shall be made not later than 90 days after receipt by the Company of the written request for indemnification. The Secretary of the Company shall, promptly upon receipt of such a demand request for indemnification, provide copies advise the Board of the demand to the BoardDirectors in writing that Officer has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a), a determination, if required by applicable law, with respect to IndemniteeOfficer’s entitlement thereto to indemnification or contribution under any of Sections 2, 3, 4 and 5 of this Agreement shall promptly be made determined in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) of Directors by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum of the Board consisting of Disinterested Trustees Directors (as hereinafter defined); (ii) by Independent Counsel (as hereinafter defined), in a written opinion if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs; or (iii) by the stockholders of the Company. If, with regard to Section 5 of this Agreement, such a determination is not permitted by law or if a quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee such determination shall be made within ten (10) days after such determination. Any Independent Counsel, member by the Court of Chancery of the Board State of Delaware or shareholder of the Company shall act reasonably and court in good faith in making a determination regarding Indemnitee’s entitlement which the Proceeding giving rise to the claim for indemnification under this Agreementis brought. (c) In the event that the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) of this Agreement, the Independent Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Officer advising Officer of the identity of the Independent Counsel so selected. Officer may, within 7 days after receipt of such written notice of selection shall have been given, deliver to the Company a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected shall be disqualified from acting as such. If, within 20 days after submission by Officer of a written request for indemnification pursuant to Section 6(a) of this Agreement, no Independent Counsel shall have been selected, or if selected shall have been objected to, in accordance with this Section 6(c), either the Company or Officer may petition the Court of Chancery of the State of Delaware for the appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person so appointed shall act as Independent Counsel under Section 6(b) of this Agreement, and the Company shall pay the all reasonable fees and expenses incident to the procedures of Independent Counselthis Section 6(c), if one is appointed, and shall agree to fully indemnify regardless of the manner in which such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of was selected or relating to this Agreement or the Independent Counsel’s engagement as such pursuant heretoappointed.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain 5.1 Whenever Indemnitee believes that he is entitled to indemnification under pursuant to this Agreement, Indemnitee shall submit a written request for indemnification (the "Indemnification Request") to the Company to the attention of the President with a written demand thereforcopy to the Secretary. This request shall include documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee. Determination of Indemnitee's entitlement to indemnification shall be made no later than sixty (60) days after receipt of the Indemnification Request; provided however, that if the Indemnitee selects the forum set forth in Section 5.2(c) below, such sixty (60) day limitation shall be inapplicable. The President or the Secretary of the Company shall, promptly upon receipt of such a demand Indemnitee's request for indemnification, provide copies advise the Board in writing that Indemnitee has made such request for indemnification. 5.2 The Indemnification Request shall set forth Indemnitee's selection of which of the demand following forums shall determine whether Indemnitee is entitled to indemnification: (a) A majority vote of Directors who are not parties to the Boardaction with respect to which indemnification is sought, even though less than a quorum. (b) Upon A written request by Indemnitee for indemnification pursuant to the first sentence opinion of Section 7(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by an Independent Counsel (provided there are no such Directors as set forth in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; (1) above or if such Directors as set forth in (ii1) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall above so request, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum of the Board consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Any Independent Counsel, member of the Board or shareholder of the Company shall act reasonably and in good faith in making a determination regarding Indemnitee’s entitlement to indemnification under this Agreementdirect). (c) A majority vote of the stockholders at a meeting at which a quorum is present, with the shares owned by the person to be indemnified not being entitled to vote thereon. Such vote of the stockholders shall take place, at the discretion of the Company's Board of Directors, at the next Annual Meeting of Stockholders of the Company or at a Special Meeting of the Stockholders of the Company. (d) The court in which the Proceeding is or was pending upon application by Indemnitee. The Company shall pay the fees and expenses of Independent Counsel, if one is appointed, and shall agree agrees to fully indemnify such Independent Counsel against bear any and all expenses, claims, liabilities costs and damages arising out of or relating to this Agreement expenses incurred by Indemnitee or the Independent Counsel’s engagement as such pursuant heretoCompany in connection with the determination of Indemnitee's entitlement to indemnification by any of the above forums.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain 6.1 Whenever Indemnitee believes that he or she is entitled to indemnification under pursuant to this Agreement, Indemnitee shall submit a written request for indemnification (the “Indemnification Request”) to the Company to the attention of the Chief Executive Officer with a written demand thereforcopy to the General Counsel. This request shall include documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee. Determination of Indemnitee’s entitlement to indemnification shall be made no later than sixty (60) days after receipt of the Indemnification Request. The Chief Executive Officer or the Secretary of the Company shall, promptly upon receipt of Indemnitee’s Indemnification Request, advise the Board in writing that Indemnitee has made such a demand request for indemnification, provide copies of the demand to the Board. (b) Upon written request 6.2 Following receipt by Indemnitee for indemnification pursuant to the first sentence Company of Section 7(a)an Indemnification Request, a an initial determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific casecase by one of the following four methods, which shall be at the election of the Board of Directors: (i1) by a majority vote of the Disinterested Directors, even though less than a quorum, (2) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum, (3) if a Change in Control shall have occurredthere are no Disinterested Directors or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy Board of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum of the Board consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the BoardDirectors, a copy of which shall be delivered to Indemnitee, or (C4) if so directed by a majority vote of the members of the Board, by the shareholders stockholders of the Company; and. Notwithstanding the foregoing, if it is so determined that Indemnitee is entitled to indemnificationfollowing a Change of Control, payment to Indemnitee the determination shall be made within ten by Independent Counsel pursuant to clause (103) days after such determinationabove. Any Independent Counsel, member of the Board The Company agrees to bear any and all Expenses reasonably incurred by Indemnitee or shareholder of the Company shall act reasonably and in good faith in making a connection with the determination regarding of Indemnitee’s entitlement to indemnification under this Agreementby any of the above methods. (c) The Company shall pay the fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement as such pursuant hereto.

Procedure for Determination of Entitlement to Indemnification. (a) 9.1. To obtain indemnification under this AgreementAgreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company a written demand thereforrequest, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of any such a demand request for indemnification, provide copies of advise the demand to the BoardBoard in writing that Indemnitee has requested indemnification. (b) 9.2. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a)9.1 hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific such case: (i) if a Change in Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the Board or the shareholders, in which case such determination shall be made in the manner provided for in clauses (ii) or (iii) of this Section 9.2) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or ifoccurred, after a Change in Control, Indemnitee shall so requestat the election of the Company, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested TrusteesDirectors, or (B) if a quorum of the Board consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such quorum by a majority of a committee of the Board consisting of two or more Disinterested Trustees so directsDirectors, or (C) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (CD) if so directed by a majority of the members of the Board, by the shareholders of the Company, by a majority vote of a quorum consisting of shareholders who are not parties to the proceeding, or if no such quorum is obtainable, by a majority vote of shareholders who are not parties to such proceeding; and, if or (iii) as provided in Section 10.2 hereof. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Any Independent CounselIndemnitee shall cooperate with the person, member of the Board persons or shareholder of the Company shall act reasonably and in good faith in entity making a such determination regarding with respect to Indemnitee’s entitlement to indemnification under this Agreementindemnification, 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 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 by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. 9.3. If a Change in Control shall have occurred, Independent Counsel shall be selected by Indemnitee (cunless Indemnitee shall request that such selection be made by the Board), and Indemnitee (or the Board, as the case may be) shall give written notice to the other party advising it of the identity of Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within seven (7) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1.1 hereof, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9.1 hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction, for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9.2 hereof. The Company shall pay the any and all reasonable fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify Counsel incurred by such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating in connection with its actions pursuant to this Agreement Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 9.3 hereof, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding pursuant to Section 11.1 (iii) hereof, Independent Counsel’s engagement as Counsel shall be discharged and relieved of any further responsibility in such pursuant heretocapacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written demand therefor. The Secretary of the Company shall, promptly upon receipt of such a demand for indemnification, provide copies of the demand to the Board. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested TrusteesDirectors, or (B) if a quorum of the Board consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Any Independent Counsel, member of the Board or shareholder of the Company shall act reasonably and in good faith in making a determination regarding Indemnitee’s entitlement to indemnification under this Agreement. (c) The Company shall pay the fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement as such pursuant hereto.

Procedure for Determination of Entitlement to Indemnification. (a) 9.1. To obtain indemnification under this AgreementAgreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company a written demand thereforrequest, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of any such a demand request for indemnification, provide copies of advise the demand to the BoardBoard in writing that Indemnitee has requested indemnification. (b) 9.2. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a)9.1 hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific such case: (i) if a Change in Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the Board or the shareholders, in which case such determination shall be made in the manner provided for in clauses (ii) or (iii) of this Section 9.2) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in of Control shall not have occurred or ifoccurred, after a Change in Control, Indemnitee shall so requestat the election of the Company, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested TrusteesDirectors, or (B) if a quorum of the Board consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such quorum by a majority of a committee of the Board consisting of two or more Disinterested Trustees so directsDirectors, or (C) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (CD) if so directed by a majority of the members of the Board, by the shareholders of the Company, by a majority vote of a quorum consisting of shareholders who are not parties to the proceeding, or if no such quorum is obtainable, by a majority vote of shareholders who are not parties to such proceeding; and, if or (iii) as provided in Section 10.2 of this Agreement. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Any Independent CounselIndemnitee shall cooperate with the person, member of the Board persons or shareholder of the Company shall act reasonably and in good faith in entity making a such determination regarding with respect to Indemnitee’s entitlement to indemnification under 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 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 by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. 9.3. If a Change in Control shall have occurred, Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee (or the Board, as the case may be) shall give written notice to the other party advising it of the identity of Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within seven days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement. (c) , and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by I▇▇▇▇▇▇▇▇▇ of a written request for indemnification pursuant to Section 9.1 hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction, for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9.2 hereof. The Company shall pay the any and all reasonable fees and expenses of Independent Counsel, if one is appointed, and shall agree to fully indemnify Counsel incurred by such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating in connection with its actions pursuant to this Agreement Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 9.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding pursuant to Section 11.1(iii) of this Agreement, Independent Counsel’s engagement as Counsel shall be discharged and relieved of any further responsibility in such pursuant heretocapacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee Officer shall submit to the Company a written demand thereforrequest, including such documentation and information as is reasonably available to Officer and is reasonably necessary to determine whether and to what extent Officer is entitled to indemnification. The determination of Officer's entitlement to indemnification shall be made not later than 90 days after receipt by the Company of the written request for indemnification. The Secretary of the Company shall, promptly upon receipt of such a demand request for indemnification, provide copies advise the Board of the demand to the BoardDirectors in writing that Officer has requested indemnification. (b) Upon written request by Indemnitee for Officer's entitlement to indemnification pursuant under any of Sections 2, 3, and 4, and to the first sentence contribution under Section 5, of Section 7(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto this Agreement shall promptly be made determined in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred or if, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) of Directors by a majority vote of a quorum of the Board of Directors consisting of Disinterested TrusteesDirectors (as hereinafter defined); (ii) by Independent Counsel (as hereinafter defined), or (B) in a written opinion if a quorum of the Board of Directors consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs; or (iii) by the stockholders of the Company. If, with regard to Section 5 of this Agreement, such a determination is not permitted by law or if a quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee such determination shall be made within ten (10) days after such determination. Any Independent Counsel, member by the Chancery Court of the Board State of Delaware or shareholder of the Company shall act reasonably and court in good faith in making a determination regarding Indemnitee’s entitlement which the Proceeding giving rise to the claim for indemnification under this Agreementis brought. (c) In the event that the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) of this Agreement, the Independent Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Officer advising Officer of the identity of the Independent Counsel so selected. Officer may, within seven days after receipt of such written notice of selection shall have been given, deliver to the Company a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected shall be disqualified from acting as such. If, within 20 days after submission by Officer of a written request for indemnification pursuant to Section 6(a) of this Agreement, no Independent Counsel shall have been selected, or if selected shall have been objected to, in accordance with this Section 6(c), either the Company or Officer may petition the Court of Chancery of the State of Delaware for the appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person so appointed shall act as Independent Counsel under Section 6(b) of this Agreement, and the Company shall pay the all reasonable fees and expenses incident to the procedures of Independent Counselthis Section 6(c), if one is appointed, and shall agree to fully indemnify regardless of the manner in which such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of was selected or relating to this Agreement or the Independent Counsel’s engagement as such pursuant heretoappointed.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall must submit to the Company and the Partnership a written demand thereforrequest therefor which includes, or is accompanied by, such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to that indemnification. The Secretary Indemnitee may request indemnification hereunder at any time and from time to time as Indemnitee deems appropriate in Indemnitee’s sole discretion. In the case of any request for indemnification under Section 2(a) as to any Claim which is pending or threatened at the time Indemnitee delivers that request to the Company and the Partnership and would not be resolved with finality, whether by judgment, order, settlement or otherwise, on payment of the indemnification requested, the Company shall, promptly upon receipt and the Partnership may defer the determination under Section 5(c) of such Indemnitee’s entitlement to that indemnification to a demand for indemnification, provide copies date that is no later than 45 days after the effective date of that final resolution if the demand Board concludes in good faith that an earlier determination would be materially prejudicial to the BoardCompany, the Partnership or a Related Enterprise. (b) Upon On written request by Indemnitee under Section 5(a) for indemnification pursuant to the first sentence of under Section 7(a2(a), a determination, if required by applicable law, with respect to the determination of Indemnitee’s entitlement thereto to that indemnification will be made: (1) if Indemnitee will be a director or officer of the Company or the Partnership at the time that determination is made, under Section 5(c) in each case; or (2) if Indemnitee will not be a director or officer of the Company or the Partnership at the time that determination is made, under Section 5(c) in any case, if so requested in writing by Indemnitee or so directed by the Board, or, in the absence of that request and direction, as the Board shall promptly duly authorize or direct. (c) Each determination of Indemnitee’s entitlement to indemnification under Section 2(a) to which this Section 5(c) applies will be made in as follows: (1) by a majority vote of the specific case: Disinterested Directors, even though less than a quorum; or (i2) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum; or (3) if (A) there are no Disinterested Directors or (B) a Change in Control shall have occurredmajority vote of the Disinterested Directors so directs, by an Independent Counsel in a written opinion to the Board, a copy of which shall be delivered the Company and the Partnership will deliver to Indemnitee; or (ii) provided, however, that if a Change Indemnitee has so requested in Control shall not have occurred or ifIndemnitee’s request for indemnification, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum of the Board consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by an Independent Counsel will make that determination in a written opinion to the Board, a copy of which shall be delivered the Company and the Partnership will deliver to Indemnitee, or . (Cd) if so directed by a majority of the members of the Board, by the shareholders of the Company; and, if If it is so determined that Indemnitee is entitled to indemnificationindemnification under Section 2(a), payment the Company and the Partnership will, or will cause another Partnership Entity to, subject to the provisions of Section 5(f): (1) within 10 days after that determination pay to Indemnitee shall be made all amounts (A) theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination and (B) requested from the Company or the Partnership in writing by Indemnitee; and (2) thereafter on written request by Indemnitee, pay to Indemnitee within ten (10) 10 days after that request such additional amounts theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination. Any Independent CounselIndemnitee will cooperate with the person, member of persons or entity making the Board or shareholder of the Company shall act reasonably and in good faith in making a determination regarding under Section 5(c) with respect to Indemnitee’s entitlement to indemnification under this AgreementSection 2(a), including providing to such person, persons or entity, on reasonable advance request, any documentation or information that is: (1) not privileged or otherwise protected from disclosure; (2) reasonably available to Indemnitee; and (3) reasonably necessary to that determination. (ce) If an Independent Counsel is to make a determination under Section 5(c) of entitlement to indemnification under Section 2(a), it will be selected by the Company and the Partnership with the consent of the Indemnitee (which consent shall not be unreasonably withheld). The Company shall and the Partnership will pay the any and all reasonable fees and expenses the Independent Counsel incurs in connection with acting under Section 5(c), and the Company and the Partnership will pay all reasonable fees and expenses incident to the procedures this Section 5(e) sets forth, regardless of the manner in which the Independent Counsel is selected or appointed. If Indemnitee becomes entitled to, and does, initiate any judicial proceeding or arbitration under Section 7, the Company and the Partnership will terminate its engagement of the person or firm acting as Independent Counsel, whereupon that person or firm will be, subject to the applicable standards of professional conduct then prevailing, relieved of any further responsibility in the capacity of Independent Counsel. (f) The amount of any indemnification against Expenses to which Indemnitee becomes entitled under any provision hereof, if one is appointedincluding Section 2(a), will be determined subject to the provisions of this Section 5(f). Indemnitee will have the burden of showing that Indemnitee actually has incurred the Expenses for which Indemnitee requests indemnification. If the Company, the Partnership or a Partnership Entity has made any advance in respect of any Expense incurred by Indemnitee without objecting in writing to Indemnitee at the time of the advance to the reasonableness thereof, the incurrence of that Expense by Indemnitee will be deemed for all purposes hereof to have been reasonable. In the case of any Expense as to which such an objection has been made, or any Expense for which no advance has been made, the incurrence of that Expense will be presumed to have been reasonable, and shall agree the Company and the Partnership will have the burden of proof to fully indemnify such Independent Counsel against overcome that presumption. Subject to the provisions of the preceding paragraph, the advancement of Expenses to Indemnitee under Section 3 will not, of itself, create a presumption that the Proceeding or Claim therein to which those Expenses relate is a Proceeding or Claim of the type to which Section 2(a) applies. If the Company or the Partnership, prior to or in connection with the making any and all expensesadvance of Expenses under Section 3 to or for the benefit of Indemnitee, notifies Indemnitee in writing that the Proceeding or any Claim therein is or reasonably could be expected to be in whole or in any specified part not one to which Section 2(a) applies, Indemnitee will, to the extent those Expenses are reasonably allocable among the claims, liabilities issues and damages arising out of or relating matters involved in that Proceeding, cause Indemnitee’s counsel and other service providers to this Agreement or the Independent Counsel’s engagement as such pursuant heretoeffect that allocation.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall must submit to the Company a written demand thereforrequest therefor which specifies the Section or Sections under which Indemnitee is seeking indemnification and which includes, or is accompanied by, such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to that indemnification. The Secretary Indemnitee may request indemnification hereunder at any time and from time to time as Indemnitee deems appropriate in Indemnitee's sole discretion. In the case of any request for indemnification under Section 2(a) as to any Claim which is pending or threatened at the time Indemnitee delivers that request to the Company and would not be resolved with finality, whether by judgment, order, settlement or otherwise, on payment of the indemnification requested, the Company shall, promptly upon receipt may defer the determination under Section 5(c) of such Indemnitee's entitlement to that indemnification to a demand for indemnification, provide copies date that is no later than 45 days after the effective date of that final resolution if the demand Board concludes in good faith that an earlier determination would be materially prejudicial to the BoardCompany or a Related Enterprise. (b) Upon On written request by Indemnitee under Section 5(a) for indemnification pursuant to the first sentence of under Section 7(a2(a), the determination of Indemnitee's entitlement to that indemnification will be made: (1) if Indemnitee will be a determinationdirector or officer of the Company at the time that determination is made, under Section 5(c) in each case; or (2) if Indemnitee will not be a director or officer of the Company at the time that determination is made, under Section 5(c) in any case, if required so requested in writing by applicable lawIndemnitee or so directed by the Board, with respect or, in the absence of that request and direction, as the Board shall duly authorize or direct. (c) Each determination of Indemnitee's entitlement to Indemnitee’s entitlement thereto shall promptly indemnification under Section 2(a) to which this Section 5(c) applies will be made in as follows: (1) by a majority vote of the specific case: Disinterested Directors, even though less than a quorum; or (i2) by a committee of Disinterested Directors a majority vote of the Disinterested Directors may designate, even though less than a quorum; or (3) if (A) there are no Disinterested Directors or (B) a Change in Control shall have occurredmajority vote of the Disinterested Directors so directs, by an Independent Counsel in a written opinion to the Board, a copy of which shall be delivered the Company will deliver to Indemnitee; or (ii) provided, however, that if a Change Indemnitee has so requested in Control shall not have occurred or ifIndemnitee's request for indemnification, after a Change in Control, Indemnitee shall so request, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum of the Board consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by an Independent Counsel will make that determination in a written opinion to the Board, a copy of which shall be delivered the Company will deliver to Indemnitee, or . (Cd) if so directed by a majority of the members of the Board, by the shareholders of the Company; and, if If it is so determined that Indemnitee is entitled to indemnificationindemnification under Section 2(a), payment the Company will, or will cause another Company Entity to, subject to the provisions of Section 5(f): (1) within 10 days after that determination pay to Indemnitee shall be made all amounts (A) theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination and (B) requested from the Company in writing by Indemnitee; and (2) thereafter on written request by Indemnitee, pay to Indemnitee within ten (10) 10 days after that request such additional amounts theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination. Any Independent CounselIndemnitee will cooperate with the person, member of persons or entity making the Board or shareholder of the Company shall act reasonably and in good faith in making a determination regarding under Section 5(c) with respect to Indemnitee’s 's entitlement to indemnification under this AgreementSection 2(a), including providing to such person, persons or entity, on reasonable advance request, any documentation or information that is: (1) not privileged or otherwise protected from disclosure; (2) reasonably available to Indemnitee; and (3) reasonably necessary to that determination. (ce) If an Independent Counsel is to make a determination under Section 5(c) of entitlement to indemnification under Section 2(a), it will be selected as this Section 5(e) provides. If a Change of Control has not occurred within the period of two years prior to the date of Indemnitee's written request for that indemnification, the Board will select the Independent Counsel. If a Change of Control has occurred within that period, Indemnitee will select the Independent Counsel, unless Indemnitee requests that the Board make the selection, in which event the Board will do so. The party entitled initially to select the Independent Counsel must give written notice to the other party which names the person or firm it has selected, whereupon the other party may, within 10 days after its receipt of that notice, deliver to the selecting party a written objection to the selection; provided, however, that any such objection may be asserted only on the ground that the person or firm selected is not an "Independent Counsel" as Section 14 defines that term, and the objection must set forth with particularity the factual basis for that assertion. Absent a proper and timely objection, the person or firm so selected will act as Independent Counsel under Section 5(c). If any such written objection is so made and substantiated, the person or firm so selected may not serve as Independent Counsel unless and until the objection is withdrawn or a court of competent jurisdiction has determined that the objection is without merit. If the person or firm that will act as Independent Counsel has not been determined within 30 days after Indemnitee's submission of the related request for indemnification, either the Company or Indemnitee may petition the Court of Chancery for resolution of any objection that has been made by the Company or Indemnitee to the other's selection of Independent Counsel or for the appointment as Independent Counsel of a person or firm selected by the Court of Chancery or by such other person or firm as the Court of Chancery designates, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel under Section 5(c). The Company shall will pay the any and all reasonable fees and expenses the Independent Counsel incurs in connection with acting under Section 5(c), and the Company will pay all reasonable fees and expenses incident to the procedures this Section 5(e) sets forth, regardless of the manner in which the Independent Counsel is selected or appointed. If Indemnitee becomes entitled to, and does, initiate any judicial proceeding or arbitration under Section 7, the Company will terminate its engagement of the person or firm acting as Independent Counsel, whereupon that person or firm will be, subject to the applicable standards of professional conduct then prevailing, relieved of any further responsibility in the capacity of Independent Counsel. (f) The amount of any indemnification against Expenses to which Indemnitee becomes entitled under any provision hereof, if one is appointedincluding Section 2(a), will be determined subject to the provisions of this Section 5(f). Indemnitee will have the burden of showing that Indemnitee actually has incurred the Expenses for which Indemnitee requests indemnification. If the Company or a Company Entity has made any advance in respect of any Expense without objecting in writing to Indemnitee at the time of the advance to the reasonableness thereof, the incurrence of that Expense by Indemnitee will be deemed for all purposes hereof to have been reasonable. In the case of any Expense as to which such an objection has been made, or any Expense for which no advance has been made, the incurrence of that Expense will be presumed to have been reasonable, and shall agree the Company will have the burden of proof to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement as such pursuant heretoovercome that presumption.