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

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that he is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Corporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee to support his claim for indemnification. Indemnitee shall submit such claim for indemnification within a reasonable 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. If a determination is required by the Corporation that Indemnitee is entitled to Indemnification, and the Corporation fails to respond within sixty (60) days of such request, 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 determination that Indemnitee is entitled to such amounts. (b) If such a determination 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 for indemnification required in Section 7(a). The forum shall be any one of the following: (i) The shareholders of the Corporation; or (ii) A majority vote of the Board of Directors consisting of Disinterested Directors (even though less than a quorum); provided, however, that if there are no Disinterested Directors, or if the Disinterested Directors so direct, the determination shall be made by independent legal counsel in a written opinion. If Indemnitee fails to make such designation, his claim shall be determined by an appropriate court of the State of Georgia or a federal court located in the State of Georgia.

Procedure for Determination of Entitlement to Indemnification. (a) 5.1 Whenever Indemnitee believes that he or she is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification (the “Indemnification Request”) to the CorporationCompany to the attention of the Chief Executive Officer with a copy to the Corporate Secretary. Any This request for indemnification shall include sufficient documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee Indemnitee. Determination of Indemnitee’s entitlement to support his claim indemnification shall be made no later than 60 days after receipt of the Indemnification Request. The Chief Executive Officer or the Secretary shall, promptly upon receipt of Indemnitee’s request for indemnification. , advise the Board in writing that Indemnitee has made such request for indemnification. 5.2 The Indemnification Request shall submit such claim for indemnification within a reasonable time not to exceed three years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance set forth Indemnitee’s selection of a plea which 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. If a determination is required by the Corporation that following forums shall determine whether Indemnitee is entitled to Indemnification, and indemnification: (1) A majority vote of a quorum of the Corporation fails Board consisting of Directors who are not parties to respond within sixty (60) days of such request, the Corporation shall be deemed action with respect to have approved the request. Any which 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 determination that Indemnitee is entitled to such amountssought. (b2) If A written opinion of an Independent Counsel (provided that a quorum as set forth in (1) above does not exist or if such a determination is required, the Indemnitee shall be entitled to select the forum Directors as set forth in which Indemnitee's request for indemnification will be heard, which selection shall be included in the written request for indemnification required in Section 7(a(1) above so direct). The forum shall be any one of the following:. (i) The shareholders of the Corporation; or (ii3) A majority vote of the Board of Directors consisting of Disinterested Directors stockholders. (even though less than a quorum); provided, however, that if there are no Disinterested Directors, 4) The court in which the Proceeding is or if was pending upon application by Indemnitee. The Company agrees to bear any and all costs and expenses incurred by Indemnitee or the Disinterested Directors so direct, Company in connection with the determination shall be made of Indemnitee’s entitlement to indemnification by independent legal counsel in a written opinion. If Indemnitee fails to make such designation, his claim shall be determined by an appropriate court any of the State of Georgia or a federal court located in the State of Georgiaabove forums.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that he or she is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Corporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee to support his or her claim for indemnification. Indemnitee shall submit such claim for indemnification within a reasonable time not to exceed three five 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 later date for which Indemnitee requests indemnification. If a determination is required by The President or the Corporation Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee's request for indemnification, advise the Board of Directors in writing that Indemnitee is entitled to Indemnification, and the Corporation fails to respond within sixty (60) days of has made such request, the Corporation shall be deemed . Determination of Indemnitee's entitlement 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 not later than ninety (3090) days after the determination that Indemnitee is entitled to Corporation's receipt of his or her written request for such amountsindemnification. (b) If such a determination is required, the 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 for indemnification required in Section 7(a6(a). The forum shall be any one of the following: (i) The shareholders stockholders of the Corporation; or; (ii) A majority vote quorum of the Board of Directors consisting of Disinterested Directors (even though less than a quorum); provided, however, that if there are no Disinterested Directors, or if the Disinterested Directors so direct, the determination shall be made by independent legal counsel in a written opinion. If Indemnitee fails to make such designation, his claim shall be determined by an appropriate court of the State of Georgia or a federal court located in the State of Georgia.;

Procedure for Determination of Entitlement to Indemnification. (a) 5.1 Whenever Indemnitee believes that he is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification (the "Indemnification Request") to the CorporationCompany to the attention of the President with a copy to the Secretary. Any This request for indemnification shall include sufficient documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee Indemnitee. Determination of Indemnitee's entitlement to support his claim indemnification shall be made no later than 60 days after receipt of the Indemnification Request. The President or the Secretary shall, promptly upon receipt of Indemnitee's request for indemnification. , advise the Board in writing that Indemnitee has made such request for indemnification. 5.2 The Indemnification Request shall submit such claim for indemnification within a reasonable time not to exceed three years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance set forth Indemnitee's selection of a plea which 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. If a determination is required by the Corporation that following forums shall determine whether Indemnitee is entitled to Indemnification, and the Corporation fails to respond within sixty (60) days of such request, 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 determination that Indemnitee is entitled to such amounts. (b) If such a determination 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 for indemnification required in Section 7(a). The forum shall be any one of the followingindemnification: (i) The shareholders of the Corporation; or (iia) A majority vote of the Board of Directors consisting of Disinterested Directors (Directors, even though less than a quorum); provided, howeveror, that if there are be no Disinterested Directors, Directors or if the Disinterested Directors so direct, a written opinion of an Independent Counsel. (b) 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. (c) The court in which the Proceeding is or was pending upon application by Indemnitee. The Company agrees to bear any and all costs and expenses incurred by Indemnitee or the Company in connection with the determination shall be made of Indemnitee's entitlement to indemnification by independent legal counsel in a written opinion. If Indemnitee fails to make such designation, his claim shall be determined by an appropriate court any of the State of Georgia or a federal court located in the State of Georgiaabove forums.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that he or she is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Corporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee to support his or her claim for indemnification. Indemnitee shall submit such his or her claim for indemnification within a reasonable time not to exceed three five 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 later date for which Indemnitee requests indemnification. If a determination is required by The President, Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee's request for indemnification, advise the Corporation Board in writing that Indemnitee is entitled to Indemnification, and the Corporation fails to respond within sixty (60) days of has made such request, the Corporation shall be deemed to have approved the a request. Any Determination of Indemnitee's entitlement to indemnification or advance of expenses which is due and payable to Indemnitee shall be made promptly and in any event within thirty not later than ninety (3090) days after the determination that Indemnitee is entitled to Corporation's receipt of his or her written request for such amountsindemnification. (b) If such a determination is required, the 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 for indemnification required in Section 7(a5(a). The This forum shall be any one of the following: (i) The shareholders stockholders of the Corporation; or; (ii) A majority vote quorum of the Board of Directors consisting of Disinterested Directors (even though less than a quorum); provided, however, that if there are no Disinterested Directors, or if the Disinterested Directors so direct, the determination shall be made by independent legal counsel in a written opinion. If Indemnitee fails to make such designation, his claim shall be determined by an appropriate court of the State of Georgia or a federal court located in the State of Georgia.;

Procedure for Determination of Entitlement to Indemnification. (a) 5.1 Whenever Indemnitee believes that he is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification indemni­fi­cation (the “Indemnification Request”) to the CorporationCompany to the attention of the President with a copy to the Secretary. Any This request for indemnification shall include sufficient documentation or information which is necessary for the determination of entitlement to indemni­fi­cation and which is reasonably available to Indemnitee Indemnitee. Determination of Indemnitee’s entitlement to support his claim indemnification shall be made no later than 60 days after receipt of the Indemnification Request. The President or the Secretary shall, promptly upon receipt of Indemnitee’s request for indemnification. , advise the Board in writing that Indemnitee has made such request for indemnification. 5.2 The Indemnification Request shall submit such claim for indemnification within a reasonable time not to exceed three years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance set forth Indemnitee’s selection of a plea which 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. If a determination is required by the Corporation that following forums shall determine whether Indemnitee is entitled to Indemnificationindemnification: (1) A majority vote of Directors who are not parties to the action with respect to which indemnification is sought, and the Corporation fails to respond within sixty (60) days of such request, 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 determination that Indemnitee is entitled to such amountseven though less than a quorum. (b2) If A written opinion of an Independent Counsel (provided there are no such a determination is required, the Indemnitee shall be entitled to select the forum Directors as set forth in which Indemnitee's request for indemnification will be heard, which selection shall be included (1) above or if such Directors as set forth in the written request for indemnification required in Section 7(a(1) above so direct). The forum shall be any one of the following:. (i) The shareholders of the Corporation; or (ii3) A majority vote of the Board of Directors consisting of Disinterested Directors 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. (even though less than a quorum); provided, however, that if there are no Disinterested Directors, 4) The court in which the Proceeding is or if was pending upon application by Indemnitee. The Company agrees to bear any and all costs and expenses incurred by Indemnitee or the Disinterested Directors so direct, Company in connection with the determination shall be made of Indemnitee’s entitlement to indemnification by independent legal counsel in a written opinion. If Indemnitee fails to make such designation, his claim shall be determined by an appropriate court any of the State of Georgia or a federal court located in the State of Georgiaabove forums.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that he or she is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Corporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee to support his or her claim for indemnification. Indemnitee shall submit such claim for indemnification within a reasonable time not to exceed three five 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 later date for which Indemnitee requests indemnification. If a determination is required by The President or the Corporation Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee is entitled to Indemnification, and the Corporation fails to respond within sixty (60) days of has made such request, the Corporation shall be deemed . Determination of Indemnitee’s entitlement 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 not later than ninety (3090) days after the determination that Indemnitee is entitled to Corporation’s receipt of his or her written request for such amountsindemnification. (b) If such a determination is required, the The Indemnitee shall be entitled to select the forum in which Indemnitee's ’s request for indemnification will be heard, which selection shall be included in the written request for indemnification required in Section 7(a6(a). The forum shall be any one of the following: (i) The shareholders stockholders of the Corporation; or; (ii) A majority vote quorum of the Board of Directors consisting of Disinterested Directors Directors; or (even though less than a quorum); providediii) Independent Legal Counsel, however, that if there are no Disinterested Directors, or if the Disinterested Directors so direct, who shall make the determination shall be made by independent legal counsel in a written opinion. If Indemnitee fails to make such designation, his or her claim shall be determined by an appropriate court of the State of Georgia or a federal court located in the State of GeorgiaDelaware.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee Director believes that he or she is entitled to indemnification pursuant to this Agreement, Indemnitee Director shall submit a written request for indemnification to the Corporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee Director to support his or her claim for indemnification. Indemnitee Director shall submit such his or her claim for indemnification within a reasonable time not to exceed three five 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 later date for which Indemnitee Director requests indemnification. If The President, Secretary or other appropriate officer shall, promptly upon receipt of Director's request for indemnification, advise the Board in writing that Director has made such a determination is required by the Corporation that Indemnitee is entitled to Indemnification, and the Corporation fails to respond within sixty (60) days of such request, the Corporation shall be deemed to have approved the request. Any Determination of Director's entitlement to indemnification or advance of expenses which is due and payable to Indemnitee shall be made promptly and in any event within thirty not later than ninety (3090) days after the determination that Indemnitee is entitled to Corporaton's receipt of his or her written request for such amountsindemnification. (b) If such a determination is required, the Indemnitee The Corporation shall be entitled to select the forum in which IndemniteeDirector's request for indemnification will be heard, which selection shall be included determined in the written request for indemnification required in Section 7(a)Corporation's sole and absolute discretion. The This forum shall be any one of the following: (i) The shareholders stockholders of the Corporation; or; (ii) A majority vote quorum of the Board of Directors consisting of Disinterested Directors (even though less than a quorum); provided, however, that if there are no Disinterested Directors, or if the Disinterested Directors so direct, the determination shall be made by independent legal counsel in a written opinion. If Indemnitee fails to make such designation, his claim shall be determined by an appropriate court of the State of Georgia or a federal court located in the State of Georgia.;

Procedure for Determination of Entitlement to Indemnification. (a) 5.1 Whenever Indemnitee believes that he is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification (the "Indemnification Request") to the CorporationCompany to the attention of the President with a copy to the Secretary. Any This request for indemnification shall include sufficient documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee Indemnitee. Determination of Indemnitee's entitlement to support his claim indemnification shall be made no later than forty-five (45) days after receipt of the Indemnification Request. The President or the Secretary shall, promptly upon receipt of Indemnitee's request for indemnification. , advise the Board in writing that Indemnitee has made such request for indemnification. 5.2 The Indemnification Request shall submit such claim for indemnification within a reasonable time not to exceed three years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance set forth Indemnitee's selection of a plea which 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. If a determination is required by the Corporation that following forums shall determine whether Indemnitee is entitled to Indemnificationindemnification: (a) A majority vote of Directors who are not parties to the action with respect to which indemnification is sought, and the Corporation fails to respond within sixty (60) days of such request, 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 determination that Indemnitee is entitled to such amountseven though less than a quorum. (b) If A written opinion of an Independent Counsel (provided there are no such a determination is required, the Indemnitee shall be entitled to select the forum Directors as set forth in which Indemnitee's request for indemnification will be heard, which selection shall be included (a) above or if such Directors as set forth in the written request for indemnification required in Section 7(a(a) above so direct). The forum shall be any one of the following:. (i) The shareholders of the Corporation; or (iic) A majority vote of the Board of Directors consisting of Disinterested Directors 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. (even though less than a quorum); provided, however, that if there are no Disinterested Directors, d) The court in which the Proceeding is or if was pending upon application by Indemnitee. The Company agrees to bear any and all costs and expenses incurred by Indemnitee or the Disinterested Directors so direct, Company in connection with the determination shall be made of Indemnitee's entitlement to indemnification by independent legal counsel in a written opinion. If Indemnitee fails to make such designation, his claim shall be determined by an appropriate court any of the State of Georgia or a federal court located in the State of Georgiaabove forums.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee Officer believes that he or she is entitled to indemnification pursuant to this Agreement, Indemnitee Officer shall submit a written request for indemnification to the Corporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee Officer to support his or her claim for indemnification. Indemnitee Officer shall submit such his or her claim for indemnification within a reasonable time not to exceed three five 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 later date for which Indemnitee Officer requests indemnification. If The President, Secretary or other appropriate officer shall, promptly upon receipt of Officer's request for indemnification, advise the Board in writing that Officer has made such a determination is required by the Corporation that Indemnitee is entitled to Indemnification, and the Corporation fails to respond within sixty (60) days of such request, the Corporation shall be deemed to have approved the request. Any Determination of Officer's entitlement to indemnification or advance of expenses which is due and payable to Indemnitee shall be made promptly and in any event within thirty not later than ninety (3090) days after the determination that Indemnitee is entitled to Corporation's receipt of his or her written request for such amountsindemnification. (b) If such a determination is required, the Indemnitee The Corporation shall be entitled to select the forum in which IndemniteeOfficer's request for indemnification will be heard, which selection shall be included determined in the written request for indemnification required in Section 7(a)Corporation's sole and absolute discretion. The This forum shall be any one of the following: (i) The shareholders stockholders of the Corporation; or; (ii) A majority vote quorum of the Board of Directors consisting of Disinterested Directors (even though less than a quorum); provided, however, that if there are no Disinterested Directors, or if the Disinterested Directors so direct, the determination shall be made by independent legal counsel in a written opinion. If Indemnitee fails to make such designation, his claim shall be determined by an appropriate court of the State of Georgia or a federal court located in the State of Georgia.;

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that he is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CorporationCompany. Any A request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee to support his claim for indemnification. Indemnitee shall submit such his claim for indemnification within a reasonable 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 later date for which Indemnitee requests indemnification. If a determination is required by The president or the Corporation secretary or other appropriate officer of the Company shall, promptly upon receipt of Indemnitee's request for indemnification, advise the Board of Directors in writing that Indemnitee is entitled to Indemnification, and the Corporation fails to respond within sixty (60) days of has made such request, the Corporation shall be deemed to have approved the a request. Any Determination of Indemnitee's entitlement to indemnification or advance of expenses which is due and payable to Indemnitee shall be made promptly and in any event within thirty (30) not later than 90 days after the determination that Indemnitee is entitled to Company's receipt of his written request for such amountsindemnification. (b) If such a determination 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 for indemnification required in Section 7(a6(a). The forum shall be any one of the following: (i) The shareholders of the Corporation; or (ii) A majority vote of the Board of Directors consisting of Disinterested Directors (even though less than a quorum); provided, however, that if there are no Disinterested Directors, or if the Disinterested Directors so direct, the determination shall be made by independent legal counsel in a written opinion. If Indemnitee fails to make such designation, his or her claim shall be determined by an appropriate court the forum selected by the Company. The forum shall be one of the State following: (i) A quorum of Georgia or the Board of Directors consisting of Disinterested Directors; or (ii) Independent Legal Counsel, who shall make the determination in a federal court located in the State of Georgiawritten opinion.

Procedure for Determination of Entitlement to Indemnification. (a) 5.1 Whenever Indemnitee believes that he or she is entitled to indemnification pursuant to this Agreement, . Indemnitee shall submit a written request for indemnification (the “Indemnification Request”) to the CorporationCompany to the attention of the Chief Executive Officer with a copy to the Corporate Secretary. Any This request for indemnification shall include sufficient documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee Indemnitee. Determination of Indemnitee’s entitlement to support his claim indemnification shall be made no later than 60 days after receipt of the Indemnification Request. The Chief Executive Officer or the Secretary shall, promptly upon receipt of Indemnitee’s request for indemnification. , advise the Board in writing that Indemnitee has made such request for indemnification. 5.2 The Indemnification Request shall submit such claim for indemnification within a reasonable time not to exceed three years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance set forth Indemnitee’s selection of a plea which 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. If a determination is required by the Corporation that following forums shall determine whether Indemnitee is entitled to Indemnification, and indemnification: (1) A majority vote of a quorum of the Corporation fails Board consisting of Directors who are not parties to respond within sixty (60) days of such request, the Corporation shall be deemed action with respect to have approved the request. Any which 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 determination that Indemnitee is entitled to such amountssought. (b2) If A written opinion of an Independent Counsel (provided that a quorum as set forth in (1) above does not exist or if such a determination is required, the Indemnitee shall be entitled to select the forum Directors as set forth in which Indemnitee's request for indemnification will be heard, which selection shall be included in the written request for indemnification required in Section 7(a(1) above so direct). The forum shall be any one of the following:. (i) The shareholders of the Corporation; or (ii3) A majority vote of the Board of Directors consisting of Disinterested Directors stockholders. (even though less than a quorum); provided, however, that if there are no Disinterested Directors, 4) The court in which the Proceeding is or if was pending upon application by Indemnitee. The Company agrees to bear any and all costs and expenses incurred by Indemnitee or the Disinterested Directors so direct, Company in connection with the determination shall be made of Indemnitee’s entitlement to indemnification by independent legal counsel in a written opinion. If Indemnitee fails to make such designation, his claim shall be determined by an appropriate court any of the State of Georgia or a federal court located in the State of Georgiaabove forums.

Procedure for Determination of Entitlement to Indemnification. (a) 5.1 Whenever Indemnitee believes that he is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification (the "Indemnification Request") to the CorporationCompany to the attention of the President with a copy to the Secretary. Any This request for indemnification shall include sufficient documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee Indemnitee. Determination of Indemnitee's entitlement to support his claim indemnification shall be made no later than 60 days after receipt of the Indemnification Request. The President or the Secretary shall, promptly upon receipt of Indemnitee's request for indemnification. , advise the Board in writing that Indemnitee has made such request for indemnification. 5.2 The Indemnification Request shall submit such claim for indemnification within a reasonable time not to exceed three years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance set forth Indemnitee's selection of a plea which 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. If a determination is required by the Corporation that following forums shall determine whether Indemnitee is entitled to Indemnificationindemnification: (1) A majority vote of Directors who are not parties to the action with respect to which indemnification is sought, and the Corporation fails to respond within sixty (60) days of such request, 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 determination that Indemnitee is entitled to such amountseven though less than a quorum. (b2) If A written opinion of an Independent Counsel (provided there are no such a determination is required, the Indemnitee shall be entitled to select the forum Directors as set forth in which Indemnitee's request for indemnification will be heard, which selection shall be included (1) above or if such Directors as set forth in the written request for indemnification required in Section 7(a(1) above so direct). The forum shall be any one of the following:. (i) The shareholders of the Corporation; or (ii3) A majority vote of the Board of Directors consisting of Disinterested Directors shareholders 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. (even though less than a quorum); provided, however, that if there are no Disinterested Directors, 4) The court in which the Proceeding is or if was pending upon application by Indemnitee. The Company agrees to bear any and all costs and expenses incurred by Indemnitee or the Disinterested Directors so direct, Company in connection with the determination shall be made of Indemnitee's entitlement to indemnification by independent legal counsel in a written opinion. If Indemnitee fails to make such designation, his claim shall be determined by an appropriate court any of the State of Georgia or a federal court located in the State of Georgiaabove forums.

Procedure for Determination of Entitlement to Indemnification. (a) 5.1 Whenever Indemnitee believes that he is entitled to indemnification and/or defense pursuant to this Agreement, Indemnitee shall submit a written request for indemnification and/or defense (the "Indemnification Request") to the CorporationCompany to the attention of the President with a copy to the Secretary. Any This request for indemnification shall include sufficient documentation or information which is necessary for the determination of entitlement to indemnification and/or defense and which is reasonably available to Indemnitee Indemnitee. Determination of Indemnitee's entitlement to support his claim for indemnification. Indemnitee shall submit such claim for indemnification within a reasonable 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. If a determination is required by the Corporation that Indemnitee is entitled to Indemnification, and the Corporation fails to respond within sixty (60) days of such request, the Corporation shall be deemed to have approved the request. Any indemnification or advance of expenses which is due and payable to Indemnitee and/or defense shall be made promptly and in any event within thirty (30) no later than 20 days after receipt of the determination that Indemnitee is entitled to such amounts. (b) If such a determination is requiredIndemnification Request. The President or the Secretary shall, the Indemnitee shall be entitled to select the forum in which promptly upon receipt of Indemnitee's request for indemnification will be heardand/or defense, which selection shall be included advise the Board in the written writing that Indemnitee has made such request for indemnification required in Section 7(a). indemnification. 5.2 The forum Indemnification Request shall be any one set forth Indemnitee's selection of which of the followingfollowing forums shall determine whether Indemnitee is entitled to indemnification: (i1) The shareholders A majority vote of the Corporation; ora quorum consisting of Disinterested Directors. (ii2) A written opinion of an Independent Counsel. (3) A majority vote of the Board of Directors consisting of Disinterested Directors 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. (even though less than a quorum); provided, however, that if there are no Disinterested Directors, 4) The court in which the Proceeding is or if was pending upon application by Indemnitee. The Company agrees to bear any and all costs and expenses incurred by Indemnitee or the Disinterested Directors so direct, Company in connection with the determination shall be made of Indemnitee's entitlement to indemnification and defense by independent legal counsel in a written opinion. If Indemnitee fails to make such designation, his claim shall be determined by an appropriate court any of the State of Georgia or a federal court located in the State of Georgiaabove forums.

Procedure for Determination of Entitlement to Indemnification. (a) 5.1 Whenever Indemnitee believes that he is Indemnitee IS entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification (the "Indemnification Request") to the CorporationCompany to the attention of the President with a copy to the Secretary. Any This request for indemnification shall include sufficient documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee Indemnitee. Determination of Indemnitee's entitlement to support his claim indemnification shall be made no later than 60 days after receipt of the Indemnification Request. The President or the Secretary shall, promptly upon receipt of Indemnitee's request for indemnification. , advise the board of directors of the Company (the "Board") in writing that Indemnitee has made such request for indemnification. 5.2 The Indemnification Request shall submit such claim for indemnification within a reasonable time not to exceed three years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance set forth Indemnitee's selection of a plea which 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. If a determination is required by the Corporation that following forums shall determine whether Indemnitee is entitled to Indemnification, and the Corporation fails to respond within sixty indemnification: (60a) days A majority vote ofa quorum consisting of such request, 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 determination that Indemnitee is entitled to such amountsDisinterested Directors. (b) If such a determination 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 A written request for indemnification required in Section 7(a). The forum shall be any one opinion of the following:an Independent Counsel. (i) The shareholders of the Corporation; or (iic) A majority vote of the Board of Directors consisting of Disinterested Directors 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. (even though less than a quorum); provided, however, that if there are no Disinterested Directors, d) The court In which the Proceeding IS or if was pending upon application by Indemnitee. The Company agrees to bear any and all costs and expenses incurred by Indemnitee or the Disinterested Directors so direct, Company in connection with the determination shall be made of Indemnitee's entitlement to indemnification by independent legal counsel in a written opinion. If Indemnitee fails to make such designation, his claim shall be determined by an appropriate court any of the State of Georgia or a federal court located in the State of Georgiaabove forums.

Procedure for Determination of Entitlement to Indemnification. (a) 5.1 Whenever Indemnitee believes that he is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification (the "Indemnification Request") to the CorporationCompany to the attention of the President with a copy to the Secretary. Any This request for indemnification shall include sufficient documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee Indemnitee. Determination of Indemnitee's entitlement to support his claim indemnification shall be made no later than 60 days after receipt of the Indemnification Request. The President or the Secretary shall, promptly upon receipt of Indemnitee's request for indemnification. , advise the Board in writing that Indemnitee has made such request for indemnification. 5.2 The Indemnification Request shall submit such claim for indemnification within a reasonable time not to exceed three years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance set forth Indemnitee's selection of a plea which 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. If a determination is required by the Corporation that following forums shall determine whether Indemnitee is entitled to Indemnificationindemnification: (1) A majority vote of Directors who are not parties to the action with respect to which indemnification is sought, and the Corporation fails to respond within sixty (60) days of such request, 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 determination that Indemnitee is entitled to such amountseven though less than a quorum. (b2) If A written opinion of an Independent Counsel (provided no such a determination is required, the Indemnitee shall be entitled to select the forum Directors in which Indemnitee's request for indemnification will be heard, which selection shall be included (1) above or if such Directors in the written request for indemnification required in Section 7(a(1) above so direct). The forum shall be any one of the following:. (i) The shareholders of the Corporation; or (ii3) A majority vote of the Board of Directors consisting of Disinterested Directors 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. (even though less than a quorum); provided, however, that if there are no Disinterested Directors, 4) The court in which the Proceeding is or if was pending upon application by Indemnitee. The Company agrees to bear any and all costs and expenses incurred by Indemnitee or the Disinterested Directors so direct, Company in connection with the determination shall be made of Indemnitee's entitlement to indemnification by independent legal counsel in a written opinion. If Indemnitee fails to make such designation, his claim shall be determined by an appropriate court any of the State of Georgia or a federal court located in the State of Georgiaabove forums.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever To obtain indemnification under this Agreement, the Indemnitee believes that he shall submit to the Company a written request, including such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification pursuant to this Agreementindemnification. The Secretary of the Company shall, Indemnitee shall submit promptly upon receipt of such a written request for indemnification, advise the Board of Directors in writing that the Indemnitee has requested indemnification. (b) The Company shall pay the Indemnitee the appropriate Indemnified Amounts unless it is established that the Indemnitee has not met any applicable standard of conduct set forth in the Charter, MGCL, the Maryland Statute and By-laws. For purposes of determining whether the Indemnitee is entitled to Indemnified Amounts, in order to deny indemnification to the CorporationIndemnitee the Company has the burden of proof in establishing that the Indemnitee did not meet the applicable standard of conduct. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee to support his claim for indemnification. Indemnitee shall submit such claim for indemnification within In this regard, a reasonable time not to exceed three years after termination of any Proceeding by judgment, orderorder or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct; provided, settlementhowever, dismissal, arbitration award, that the termination of any criminal proceeding by conviction, acceptance of or a plea pleading of nolo contendere or its equivalent, final termination or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee did not meet the applicable standard of conduct. (c) Any determination that the Indemnitee has not met the applicable standard of conduct required to qualify for indemnification shall be made (i) either by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties of such action, suit or proceeding; or (ii) by Independent Counsel (as defined herein below); provided that the manner in which (and, if applicable, the counsel by which) the right to indemnification is to be determined shall be approved in advance in writing by both the highest ranking executive officer of the Company who is not party to such action (sometimes hereinafter referred to as “Senior Officer”) and by the Indemnitee. In the event that such parties are unable to agree on the manner in which any such determination is to be made, such determination shall be made by Independent Counsel retained by the Company especially for such purpose, provided that such counsel be approved in advance in writing by both the said Senior Officer and the Indemnitee. The fees and expenses of counsel in connection with making said determination contemplated hereunder shall be paid by the Company, and, if requested by such counsel, the Company shall give such counsel an appropriate written agreement with respect to the payment of their fees and expenses and such other disposition matters as may be reasonably requested by counsel. (d) The Company will use its best efforts to conclude as soon as practicable any required determination pursuant to subparagraph (c) above and promptly will advise the Indemnitee in writing with respect to any determination that the Indemnitee is or partial disposition is not entitled to indemnification, including a description of any Proceeding, whichever is the latest event reason or basis for which indemnification has been denied. Payment of any applicable Indemnified Amounts will be made to the Indemnitee requests within ten (10) days after any determination of the Indemnitee’s entitlement to indemnification. If a determination is required by . (e) Notwithstanding the Corporation that foregoing, the Indemnitee is entitled to Indemnificationmay, and the Corporation fails to respond within at any time after sixty (60) days after a claim for Indemnified Amounts has been filed with the Company (or upon receipt of such requestwritten notice that a claim for Indemnified Amounts has been rejected, if earlier) and before three (3) years after a claim for Indemnified Amounts has been filed, petition a court of competent jurisdiction to determine whether 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 determination that Indemnitee is entitled to indemnification under the provisions of this Agreement, and such amounts. (b) If court shall thereupon have the exclusive authority to make such a determination is requiredunless and until such court dismisses or otherwise terminates such action without having made such determination. The court shall, as petitioned, make an independent determination of whether the Indemnitee shall be is entitled to select the forum in which Indemnitee's request for indemnification will be heardas provided under this Agreement, which selection shall be included in the written request for indemnification required in Section 7(a). The forum shall be irrespective of any one of the following: (i) The shareholders of the Corporation; or (ii) A majority vote of prior determination made by the Board of Directors consisting of Disinterested Directors (even though less than or independent counsel. If the court shall determine that the Indemnitee is entitled to indemnification as to any claim, issue or matter involved in the Proceeding with respect to which there has been no prior determination pursuant to this Agreement or with respect to which there has been a quorum); provided, however, prior determination that if there are no Disinterested Directors, or if the Disinterested Directors so directIndemnitee was not entitled to indemnification hereunder, the determination Company shall be made pay all expenses (including attorneys’ fees and disbursements) actually incurred by independent legal counsel the Indemnitee in a written opinion. If Indemnitee fails to make connection with such designation, his claim shall be determined by an appropriate court of the State of Georgia or a federal court located in the State of Georgiajudicial determination.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Upon written request by Indemnitee believes that he is entitled for indemnification pursuant to Section 3 or 4 hereof, the entitlement of Indemnitee to indemnification pursuant to the terms of this Agreement, Indemnitee Agreement shall submit a written request for indemnification to the Corporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee to support his claim for indemnification. Indemnitee shall submit such claim for indemnification within a reasonable 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. If a determination is required be determined by the Corporation that Indemnitee is entitled to Indemnification, and the Corporation fails to respond within sixty (60following Person(s) days of such request, the Corporation who shall be deemed empowered 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 make the determination that indemnification of Indemnitee is entitled to such amounts. proper in the circumstances because Indemnitee has met the applicable standard of conduct set forth in Sections 3 and 4 above by: (a) the stockholders; (b) If such the Board by a determination 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 for indemnification required in Section 7(a). The forum shall be any one of the following: (i) The shareholders of the Corporation; or (ii) A majority vote of the Board of Directors a quorum consisting of Disinterested Directors (even though less than a quorumas defined below); provided, however, that (c) if there are no Disinterested Directors, or if the a majority vote of a quorum consisting of Disinterested Directors so directorders, by Independent Counsel (as defined below), in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (d) if a quorum consisting of Disinterested Directors cannot be obtained, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. Such Independent Counsel shall be selected by the Board. Upon failure of the Board to so select such Independent Counsel such Independent Counsel shall be selected by the stockholders. Such determination of entitlement to indemnification shall be made by independent legal counsel in a written opinion. If Indemnitee fails to make such designation, his claim shall be determined by an appropriate court of the State of Georgia or a federal court located in the State of Georgia.no later

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that he is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Corporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee to support his claim for indemnification. Indemnitee shall submit such his claim for indemnification within a reasonable time not to exceed three five 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 later date for which Indemnitee requests indemnification. If a determination is required by The President or the Corporation Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee's request for indemnification, advise the Board of Directors in writing that Indemnitee is entitled to Indemnification, and the Corporation fails to respond within sixty (60) days of has made such request, the Corporation shall be deemed . Determination of Indemnitee's entitlement 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 not later than ninety (3090) days after the determination that Indemnitee is entitled to Corporation's receipt of Indemnitee's written request for such amountsindemnification. (b) If such a determination is required, the 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 for indemnification required in Section 7(a6(a). The forum shall be any one of the following: (i) The shareholders stockholders of the Corporation; or; (ii) A majority vote quorum of the Board of Directors consisting of Disinterested Directors (even though less than a quorum); provided, however, that if there are no Disinterested Directors, or if the Disinterested Directors so direct, the determination shall be made by independent legal counsel in a written opinion. If Indemnitee fails to make such designation, his claim shall be determined by an appropriate court of the State of Georgia or a federal court located in the State of Georgia.;

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that he is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Corporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee to support his claim for indemnification. Indemnitee shall submit such claim for indemnification within a reasonable time not to exceed three five 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 later date for which Indemnitee requests indemnification. If a determination is required by The President or the Corporation Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee's request for indemnification, advise the Board of Directors in writing that Indemnitee is entitled to Indemnification, and the Corporation fails to respond within sixty (60) days of has made such request, the Corporation shall be deemed . Determination of Indemnitee's entitlement 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 not later than ninety (3090) days after the determination that Indemnitee is entitled to Corporation's receipt of his written request for such amountsindemnification. (b) If such a determination is required, the 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 for indemnification required in Section 7(a5(a). The forum shall be any one of the following: (i) The shareholders stockholders of the Corporation; or; (ii) A majority vote quorum of the Board of Directors consisting of Disinterested Directors (even though less than a quorum)Directors; provided, however, that if there are no Disinterested Directors, or if the Disinterested Directors so direct, the determination shall be made by independent legal counsel in a written opinion. If Indemnitee fails to make such designation, his claim shall be determined by an appropriate court of the State of Georgia or a federal court located in the State of Georgia.or

Procedure for Determination of Entitlement to Indemnification. (a) 5.1 Whenever Indemnitee believes that he is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification (the "Indemnification Request") to the CorporationCompany to the attention of the Chief Executive Officer with a copy to the Corporate Secretary. Any This request for indemnification shall include sufficient documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee Indemnitee. Determination of Indemnitee's entitlement to support his claim indemnification shall be made no later than 30 days after receipt of the Indemnification Request. The Chief Executive Officer or the Corporate Secretary shall, promptly upon receipt of Indemnitee's request for indemnification. , advise the Board in writing that Indemnitee has made such request for indemnification. 5.2 The Indemnification Request shall submit such claim for indemnification within a reasonable time not to exceed three years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance set forth Indemnitee's selection of a plea which 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. If a determination is required by the Corporation that following forums shall determine whether Indemnitee is entitled to Indemnificationindemnification: (1) A majority vote of Directors who are not parties to the action with respect to which indemnification is sought, and the Corporation fails to respond within sixty (60) days of such request, 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 determination that Indemnitee is entitled to such amountseven though less than a quorum. (b2) If A written opinion of an Independent Counsel (provided there are no such a determination is required, the Indemnitee shall be entitled to select the forum Directors as set forth in which Indemnitee's request for indemnification will be heard, which selection shall be included (1) above or if such Directors as set forth in the written request for indemnification required in Section 7(a(1) above so direct). The forum shall be any one of the following:. (i) The shareholders of the Corporation; or (ii3) A majority vote of the Board of Directors consisting of Disinterested Directors 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. (even though less than a quorum); provided, however, that if there are no Disinterested Directors, 4) The court in which the Proceeding is or if was pending upon application by Indemnitee. The Company agrees to bear any and all costs and expenses incurred by Indemnitee and by the Disinterested Directors so direct, Company in connection with the determination shall be made of Indemnitee's entitlement to indemnification by independent legal counsel in a written opinion. If Indemnitee fails to make such designation, his claim shall be determined by an appropriate court any of the State of Georgia or a federal court located in the State of Georgiaabove forums.

Procedure for Determination of Entitlement to Indemnification. (a) 5.1 Whenever Indemnitee believes that he is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification (the “Indemnification Request”) to the CorporationCompany to the attention of the Chief Executive Officer with a copy to the Secretary. Any This request for indemnification shall include sufficient documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee Indemnitee. Determination of Indemnitee’s entitlement to support his claim indemnification shall be made no later than 60 days after receipt of the Indemnification Request. The Chief Executive Officer or the Secretary shall, promptly upon receipt of Indemnitee’s request for indemnification. , advise the Board in writing that Indemnitee has made such request for indemnification. 5.2 The Indemnification Request shall submit such claim for indemnification within a reasonable time not to exceed three years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance set forth Indemnitee’s selection of a plea which 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. If a determination is required by the Corporation that following forums shall determine whether Indemnitee is entitled to Indemnificationindemnification: (1) A majority vote of Directors who are not parties to the action with respect to which indemnification is sought, and the Corporation fails to respond within sixty (60) days of such request, 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 determination that Indemnitee is entitled to such amountseven though less than a quorum. (b2) If A written opinion of an Independent Counsel (provided there are no such Directors as set forth in (1) above or if such Directors as set forth in (1) above so direct or there has been a determination 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 for indemnification required in Section 7(aChange of Control). The forum shall be any one of the following:. (i) The shareholders of the Corporation; or (ii3) A majority vote of the Board of Directors consisting of Disinterested Directors 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. (even though less than a quorum); provided, however, that if there are no Disinterested Directors, 4) The court in which the Proceeding is or if was pending upon application by Indemnitee. The Company agrees to bear any and all costs and expenses incurred by Indemnitee or the Disinterested Directors so direct, Company in connection with the determination shall be made of Indemnitee’s entitlement to indemnification by independent legal counsel in a written opinion. If Indemnitee fails to make such designation, his claim shall be determined by an appropriate court any of the State of Georgia or a federal court located in the State of Georgiaabove forums.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that he or she is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Corporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee to support his or her claim for indemnification. Indemnitee shall submit such claim for indemnification within a reasonable time not to exceed three five 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 later date for which Indemnitee requests indemnification. If a determination is required by The President or the Corporation Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee's request for indemnification, advise the Board of Directors in writing that Indemnitee is entitled to Indemnification, and the Corporation fails to respond within sixty (60) days of has made such request, the Corporation shall be deemed . Determination of Indemnitee's entitlement 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 not later than ninety (3090) days after the determination that Indemnitee is entitled to Corporation's receipt of his or her written request for such amountsindemnification. (b) If such a determination is required, the 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 for indemnification required in Section 7(a9(a). The forum shall be any one of the following: (i) The shareholders stockholders of the Corporation; or; (ii) A majority vote quorum of the Board of Directors consisting of Disinterested Directors (even though less than a quorum)Directors; provided, however, that if there are no Disinterested Directors, or if the Disinterested Directors so direct, the determination shall be made by independent legal counsel in a written opinion. If Indemnitee fails to make such designation, his claim shall be determined by an appropriate court of the State of Georgia or a federal court located in the State of Georgia.or

Procedure for Determination of Entitlement to Indemnification. (a) 5.1 Whenever Indemnitee believes that he is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification (the "Indemnification Request") to the CorporationCompany to the attention of the President with a copy to the Secretary. Any This request for indemnification shall include sufficient documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee Indemnitee. Determination of Indemnitee's entitlement to support his claim indemnification shall be made no later than 60 days after receipt of the Indemnification Request. The President or the Secretary shall, promptly upon receipt of Indemnitee's request for indemnification. , advise the Board in writing that Indemnitee has made such request for indemnification. 5.2 The Indemnification Request shall submit such claim for indemnification within a reasonable time not to exceed three years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance set forth Indemnitee's selection of a plea which 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. If a determination is required by the Corporation that following forums shall determine whether Indemnitee is entitled to Indemnification, and the Corporation fails to respond within sixty (60) days of such request, 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 determination that Indemnitee is entitled to such amounts. (b) If such a determination 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 for indemnification required in Section 7(a). The forum shall be any one of the followingindemnification: (i) The shareholders A majority vote of Directors who are not parties to the Corporation; oraction with respect to which indemnification is sought, even though less than a quorum. (ii) A written opinion of an Independent Counsel (provided there are no such Directors as set forth in (i) above or if such Directors as set forth in (i) above so direct). (iii) A majority vote of the Board of Directors consisting of Disinterested Directors shareholders 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. (even though less than a quorum); provided, however, that if there are no Disinterested Directors, iv) The court in which the Proceeding is or if was pending upon application by Indemnitee. The Company agrees to bear any and all costs and expenses incurred by Indemnitee or the Disinterested Directors so direct, Company in connection with the determination shall be made of Indemnitee's entitlement to indemnification by independent legal counsel in a written opinion. If Indemnitee fails to make such designation, his claim shall be determined by an appropriate court any of the State of Georgia or a federal court located in the State of Georgiaabove forums.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee the Officer believes that he or she is entitled to indemnification pursuant to this Agreement, Indemnitee the Officer shall submit a written request for indemnification to the CorporationBank, to the attention of the President, with a copy to the General Counsel. Any The request for indemnification shall include sufficient all documentation or information necessary for the determination of entitlement to indemnification that is reasonably available to Indemnitee the Officer. Determination of the Officer's entitlement to support his claim for indemnification. Indemnitee indemnification shall submit such claim for indemnification within a reasonable time be made not to exceed three years later than 60 days 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 Proceeding or any other event that could enable the latest event for which Indemnitee requests Bank to determine the Officer's entitlement to indemnification. If The President or the General Counsel shall, promptly upon receipt of the Officer's request for indemnification, advise the Board in writing that the Officer has made such a determination is required by the Corporation that Indemnitee is entitled to Indemnification, and the Corporation fails to respond within sixty (60) days of such request, 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 determination that Indemnitee is entitled to such amountsrequest for indemnification. (b) If such a determination is required, the Indemnitee The Bank shall be entitled to select the forum in which Indemniteethe Officer's request for entitlement to indemnification will be heard. The Bank shall notify the Officer in writing as to the forum selected, which selection shall be included in the written request for indemnification required in Section 7(a). The forum shall be any one of the following: (i) The shareholders of the Corporation; or (ii) A majority vote of all the Board of Directors consisting of directors who are Disinterested Directors (Directors, even though less than a quorum); provided, however, that if there are no Disinterested Directors, or if the ; (ii) A committee of Disinterested Directors so directdesignated by a majority of such directors, even though less than a quorum; or (iii) Independent Counsel selected by the Board, which Independent Counsel shall make the required determination shall be made by independent legal counsel in a written opinion. If Indemnitee fails to make such designation, his claim a copy of which shall be determined by an appropriate court furnished to the Bank, the Officer and each other member of the State of Georgia or a federal court located in the State of GeorgiaBoard.

Procedure for Determination of Entitlement to Indemnification. (a) 7.1 Whenever Indemnitee ▇▇▇▇▇▇▇▇▇▇ believes that he is entitled to indemnification pursuant to this AgreementAgreement (other than pursuant to Section 4 above), Indemnitee shall submit a written request for indemnification to the CorporationCompany. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee to support his claim for indemnification. Indemnitee shall submit such his claim for indemnification within a reasonable time not to exceed three five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere contendre or its equivalent, final termination or other disposition or partial disposition of any Proceeding, whichever is the latest event later date for which Indemnitee requests indemnification. If a determination is required by The president or the Corporation secretary or other appropriate officer of the Company shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors of the Company in writing that Indemnitee is entitled has made such request. Determination of Indemnitee’s entitlement to Indemnification, indemnification shall be made in accordance with Article 9.3 of the Company’s Bylaws (as amended) and the Corporation fails to respond within not later than sixty (60) days after the Company’s receipt of the written request for such requestindemnification. If no determination has been made in such 60-day period, the Corporation Company 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 determination that Indemnitee is entitled to such amounts. (b) If such a determination is required, the 7.2 The Indemnitee shall be entitled to select the forum in which Indemnitee's ’s request for indemnification will be heard, which selection shall be included in the written request for indemnification required in Section 7(a)7.1 above. The forum shall be any one of the following: (i) The shareholders of the Corporation; or (ii) 7.2.1 A majority vote quorum of the Board of Directors consisting of Disinterested Directors (even though less than a quorum)Directors; provided, however, that if there are no Disinterested Directors, or if the such quorum of Disinterested Directors in not obtainable or such Disinterested Directors so direct, the determination shall be made by independent legal counsel in a written opinion. If Indemnitee fails to make such designation, his claim shall be determined by an appropriate court of the State of Georgia or a federal court located in the State of Georgia.directs;