Common use of Establishment of a Trust Clause in Contracts

Establishment of a Trust. In the event of a Potential Change in Control or a Change in Control, the Company shall, upon written request by Indemnitee, create a trust for the benefit of Indemnitee (the “Trust”) and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, and defending any Claim, and any and all judgments, fines, penalties, and settlement amounts of any and all Claims from time to time actually paid or claimed, reasonably anticipated, or proposed to be paid. The amount to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel (or other person(s) making the determination of whether Indemnitee is permitted to be indemnified by applicable law). The terms of the Trust shall provide that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee; (ii) the trustee of the Trust shall advance to Indemnitee, within ten days of a request by Indemnitee, any and all Expenses reasonably incurred by, or in case of retainer to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Company for Expense Advances under Section 3.3 of this Agreement); (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; (iv) the trustee of the Trust shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a Final Adjudication, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee and shall be an institution that is not affiliated with Indemnitee. Nothing in this Section 4.4 shall relieve the Company of any of its obligations under this Agreement.

Establishment of a Trust. In the event of a Potential Change in Control or a Change in Control, the Company shall, upon written request by Indemnitee, create a trust for the benefit of Indemnitee (the “Trust”) and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, and defending any Claim, and any and all judgments, fines, penalties, and settlement amounts of any and all Claims from time to time actually paid or claimed, reasonably anticipated, or proposed to be paid. The amount to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel (or other person(s) making the determination of whether Indemnitee is permitted to be indemnified by applicable law). The terms of the Trust shall provide that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee; (ii) the trustee of the Trust shall advance to Indemnitee, within ten days of a request by Indemnitee, any and all Expenses reasonably incurred by, or in case of retainer to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Company for Expense Advances under Section 3.3 of this Agreement); (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; (iv) the trustee of the Trust shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a Final Adjudicationcourt of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee and shall be an institution that is not affiliated with Indemnitee. Nothing in this Section 4.4 shall relieve the Company of any of its obligations under this Agreement.

Establishment of a Trust. In the event of a Potential Change in Control or a Change in Control, the Company shall, upon written request by Indemnitee, create a trust for the benefit of Indemnitee (the “Trust”) and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, and defending any Claim, and any and all judgments, fines, penalties, and settlement amounts of any and all Claims from time to time actually paid or claimed, reasonably anticipated, or proposed to be paid. The amount to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel (or other person(s) making the determination of whether Indemnitee is permitted to be indemnified by applicable law). The terms of the Trust shall provide that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee; (ii) the trustee of the Trust shall advance to Indemnitee, within ten days of a request by Indemnitee, any and all Expenses reasonably incurred by, or in case of retainer to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Company for Expense Advances under Section 3.3 3.4 of this Agreement); (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; (iv) the trustee of the Trust shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to Expense Advances and indemnification pursuant to this Agreement; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a Final Adjudicationthe Court, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee and shall be an institution that is not affiliated with Indemnitee. Nothing in this Section 4.4 shall relieve the Company of any of its obligations under this Agreement.

Establishment of a Trust. (a) In the event of a Potential Change in Control or a Change in Control, the Company shallCorporation, upon written request by the Indemnitee, shall create a trust for the benefit of the Indemnitee (the “Trust”) and from time to time upon written request of the Indemnitee shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated which at the time of each such request to it is reasonably anticipated will be incurred in connection with investigating, preparing for, and defending any Claima Proceeding for which the Indemnitee is entitled to rights of indemnification under Section 4 or 5 hereof, and any and all judgments, fines, penalties, penalties and settlement amounts of any and all Claims proceedings for which the Indemnitee is entitled to rights of indemnification under Section 4 or 5 from time to time actually paid or claimed, reasonably anticipated, anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel (or other person(s) making party who would be required to make the determination of whether Indemnitee is permitted the Indemnitee's right to be indemnified by applicable lawindemnification under Section 8(b) hereof (the "Reviewing Party"). The terms of the Trust trust shall provide that, that upon a Change in Control, Control (i) the Trust trust shall not be revoked or the principal thereof invaded, without the written consent of the Indemnitee; , (ii) the trustee of the Trust shall advance to Indemniteeadvance, within ten two business days of a request by the Indemnitee, any and all Expenses reasonably incurred by, or in case of retainer to be incurred by, or on behalf of the Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust trust under the circumstances in under which the Indemnitee would be required to reimburse the Company for Expense Advances Corporation under Section 3.3 of this Agreement7 hereof); , (iii) the Trust trust shall continue to be funded by the Company Corporation in accordance with the funding obligation set forth above; , (iv) the trustee of the Trust shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement; Agreement or otherwise, and (v) all unexpended funds in the Trust such trust shall revert to the Company Corporation upon a final determination by the Independent Counsel Reviewing Party or a Final Adjudicationcourt of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee and shall be an institution that is not affiliated institutional trustee with a highly regarded reputation chosen by the Indemnitee. Nothing in this Section 4.4 11 shall relieve the Company Corporation of any of its obligations under this Agreement. (b) Nothing contained in this Section 11 shall prevent the Board of Directors of the Corporation in its discretion at any time and from time to time, upon request of the Indemnitee, from providing security to the Indemnitee for the Corporation's obligations hereunder through an irrevocable line of credit or other collateral. Any such security, once provided to the Indemnitee, may not be revoked or released without the prior consent of the Indemnitee.

Establishment of a Trust. In the event of a Potential Change in Control or a Change in Control, the Company shall, upon written request by Indemnitee, create a trust for the benefit of Indemnitee (the “Trust”) and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient equal to satisfy any and all Expenses and Liabilities reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, and defending any Claim, and any and all judgments, fines, penalties, and settlement amounts of any and all Claims from time to time actually paid or claimed, reasonably anticipated, or proposed to be paidProceeding. The amount to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel (or other person(s) making party determining the determination of whether Indemnitee is permitted Indemnitee’s entitlement to be indemnified by applicable law)indemnification pursuant to Section 8. The terms of the Trust shall provide that, upon a Change in Control, (ia) the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee; (iib) the trustee of the Trust shall advance to Indemniteeadvance, within ten 10 days of a request by Indemnitee, any and all Expenses reasonably incurred by, or in case of retainer to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Company for Expense Advances Expenses under Section 3.3 of this Agreement); (iiic) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; (ivd) the trustee of the Trust shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this AgreementAgreement or otherwise; and (ve) all unexpended funds in the that Trust shall revert to the Company upon a final determination by the Independent Counsel party determining the Indemnitee’s entitlement to indemnification pursuant to Section 8 or a Final Adjudicationcourt of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee and shall be an institution that is not affiliated with Indemnitee. Nothing in this Section 4.4 10 shall relieve the Company of any of its obligations under this Agreement.

Establishment of a Trust. In the event of a Potential Change in Control or a Change in Control, the Company shall, upon written request by Indemnitee, create a trust for the benefit of Indemnitee (the “Trust”) and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, and defending any Claim, and any and all judgments, fines, penalties, and settlement amounts of any and all Claims from time to time actually paid or claimed, reasonably anticipated, or proposed to be paid. The amount to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel (or other person(s) making the determination of whether Indemnitee is permitted to be indemnified by applicable law). The terms of the Trust shall provide that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee; (ii) the trustee of the Trust shall advance to Indemniteeadvance, within ten business days of a request by Indemnitee, any and all reasonable Expenses reasonably incurred byto Indemnitee, or in case of retainer to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Company for Expense Expenses Advances under Section 3.3 of this Agreement); (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; (iv) the trustee of the Trust shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a Final Adjudicationcourt of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee and shall be an institution that is not affiliated with Indemnitee. Nothing in this Section 4.4 shall relieve the Company of any of its obligations under this Agreement.

Establishment of a Trust. In the event of a Potential Change in Control or a Change in Control, the Company Partnership shall, upon written request by Indemnitee, create a trust for the benefit of Indemnitee (the “Trust”) and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, and defending any Claim, and any and all judgments, fines, penalties, and settlement amounts of any and all Claims from time to time actually paid or claimed, reasonably anticipated, or proposed to be paid. The amount to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel (or other person(s) making the determination of whether Indemnitee is permitted to be indemnified by applicable law). The terms of the Trust shall provide that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee; (ii) the trustee of the Trust shall advance to Indemniteeadvance, within ten business days of a request by Indemnitee, any and all Expenses reasonably incurred byto Indemnitee, or in case of retainer to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Company Partnership for Expense Expenses Advances under Section 3.3 of this Agreement); (iii) the Trust shall continue to be funded by the Company Partnership in accordance with the funding obligation set forth above; (iv) the trustee of the Trust shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement; and (v) all unexpended funds in the Trust shall revert to the Company Partnership upon a final determination by the Independent Counsel or a Final Adjudicationcourt of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee and shall be an institution that is not affiliated with Indemnitee. Nothing in this Section 4.4 shall relieve the Company Partnership of any of its obligations under this Agreement.

Establishment of a Trust. In the event of a Potential Change in Control or a Change in Control, the Company shall, upon written request by Indemnitee, create a trust for the benefit of Indemnitee (the “Trust”) and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, and defending any Claim, and any and all judgments, fines, penalties, and settlement amounts of any and all Claims from time to time actually paid or claimed, reasonably anticipated, or proposed to be paid. The amount to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel (or other person(s) making the determination of whether Indemnitee is permitted to be indemnified by applicable law). The terms of the Trust shall provide that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee; (ii) the trustee of the Trust shall advance to Indemniteeadvance, within ten business days of a request by Indemnitee, any and all Expenses reasonably incurred byto Indemnitee, or in case of retainer to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Company for Expense Expenses Advances under Section 3.3 of this Agreement); (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; (iv) the trustee of the Trust shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a Final Adjudicationcourt of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee and shall be an institution that is not affiliated with Indemnitee. Nothing in this Section 4.4 shall relieve the Company of any of its obligations under this Agreement.

Establishment of a Trust. In Immediately upon the event occurrence of a Potential Change in Control or a Potential Change in Control, the Company shall, upon written request by Indemnitee, create a trust (a "Trust") for the benefit of Indemnitee (the “Trust”) and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses amounts reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, and defending any Claim, and any and all judgments, fines, penalties, and settlement amounts of any and all Claims from time to time actually paid or claimed, reasonably anticipated, or proposed to be paidclaim made by Indemnitee. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined (i) prior to the occurrence of a Change in Control or a Potential Change in Control, (a) by the Board by a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding serving as the basis of a claim by Indemnitee, or (b) if such a quorum of disinterested directors is not available or so directs, by independent legal counsel (designated in the manner provided in Section 2(d)) in a written opinion or (c) by the Stockholders, or (ii) after the occurrence of a Change in Control or a Potential Change in Control, by Independent Counsel as defined in Section 4(c) (or other person(s) making for purposes of this Section 7, the determination of whether Indemnitee is permitted to be indemnified by applicable law). The "Reviewing Party").The terms of the Trust shall provide that, that upon a Change in Control, Control (i) the Trust shall not be revoked or the principal thereof invaded, invaded without the written consent of Indemnitee; , (ii) the trustee of the Trust (the "Trustee") shall advance to Indemniteeadvance, within ten 20 business days of a the request by Indemnitee, any and all Expenses reasonably incurred by, or in case of retainer expenses to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust under the same circumstances in for which Indemnitee would be required to reimburse the Company for Expense Advances under Section 3.3 4(b) of this Agreement); , (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; , (iv) the trustee of the Trust Trustee shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement; Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a Final Adjudicationcourt of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust Trustee shall be chosen by Indemnitee and shall be an institution that is not affiliated with Indemnitee. Nothing in this Section 4.4 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys' fees), claims, liabilities, loss and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of a Trust. (a) In the event of a Potential Change in Control or a Change in Control, the Company shallCompany, upon written request by the Indemnitee, shall create a trust for the benefit of the Indemnitee (the “Trust”) and from time to time upon written request of the Indemnitee shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated which at the time of each such request to it is reasonably anticipated will be incurred in connection with investigating, preparing for, and defending any Claima Proceeding for which the Indemnitee is entitled to rights of indemnification under Section 4 or 5 hereof, and any and all judgments, fines, penalties, penalties and settlement amounts of any and all Claims proceedings for which the Indemnitee is entitled to rights of indemnification under Section 4 or 5 from time to time actually paid or claimed, reasonably anticipated, anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel (or other person(s) making party who would be required to make the determination of whether Indemnitee is permitted the Indemnitee's right to be indemnified by applicable lawindemnification under Section 8(b) hereof (the "Reviewing Party"). The terms of the Trust trust shall provide that, that upon a Change in Control, Control (i) the Trust trust shall not be revoked or the principal thereof invaded, without the written consent of the Indemnitee; , (ii) the trustee of the Trust shall advance to Indemniteeadvance, within ten two business days of a request by the Indemnitee, any and all Expenses reasonably incurred by, or in case of retainer to be incurred by, or on behalf of the Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust trust under the circumstances in under which the Indemnitee would be required to reimburse the Company for Expense Advances under Section 3.3 of this Agreement7 hereof); , (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; , (iv) the trustee of the Trust shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement; Agreement or otherwise, and (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a Final Adjudicationcourt of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee and shall be an institution that is not affiliated institutional trustee with a highly regarded reputation chosen by the Indemnitee. Nothing in this Section 4.4 11 shall relieve the Company of any of its obligations under hereunder. (b) Nothing contained in this AgreementSection 11 shall prevent the Board in its discretion at any time and from time to time, upon request of the Indemnitee, from providing security to the Indemnitee for the Company's obligations hereunder through an irrevocable line of credit, funded trust as described in Section (a) above, or other collateral. Any such security, once provided to the Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.

Establishment of a Trust. In the event of a Potential Change in Control or a Change in Control, the Company CCO shall, upon written request by Indemniteeof a majority of the officers of CCO who are party to indemnification agreements with CCO, create a trust for the benefit of Indemnitee (the “Trust”) and from following initiation of a Proceeding for which Indemnitee reasonably believes that he may be entitled to indemnification by CCO under this Agreement. From time to time upon written request of Indemnitee Indemnitee, CCO shall fund the such Trust within ninety (90) days of such request in an amount sufficient to satisfy any and all (a) Expenses reasonably anticipated at the time of each such request to be incurred by or on behalf of Indemnitee in connection with investigating, preparing for, such Proceeding and defending any Claim, and any and all (b) judgments, fines, penaltiespenalties and amounts paid in settlement (including all interest, assessments and settlement other charges paid or payable in connection with or in respect of such judgments, fines, penalties and amounts of any and all Claims from time to time paid in settlement) in connection with such Proceeding actually paid or claimed, reasonably anticipated, anticipated or proposed to be paid, but, with respect to amounts described in this clause (b), only to the extent such amounts would not reasonably be expected to be fully paid by CCO’s directors’ and officers’ liability insurance coverage (including amounts below the deductible of any such policy). The trustee of the Trust (the “Trustee”) shall be a bank or trust company or other individual or entity chosen by Indemnitee and reasonably acceptable to CCO. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of Indemnitee and CCO. If Indemnitee and CCO are unable to reach an agreement on the Independent Counsel (amount or other person(s) making the determination of whether Indemnitee is permitted amounts to be indemnified by applicable law). The terms of deposited in the Trust pursuant to the foregoing funding obligation within a reasonable period of time not to exceed ten (10) business days, then such amount or amounts shall provide that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee; (ii) the trustee of the Trust shall advance to Indemnitee, within ten days of a request as mutually agreed by Indemnitee, any Indemnitee and all Expenses reasonably incurred byCC Media, or in case of retainer to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Company for Expense Advances under Section 3.3 of this Agreement); (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; (iv) the trustee of the Trust shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a Final Adjudication, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee and shall be an institution that is not affiliated with Indemnitee. Nothing in this Section 4.4 shall relieve the Company of any of its obligations under this Agreement.the

Establishment of a Trust. In the event of a Potential Change in Control or a Change in Control, the Company shall, upon written request by the Indemnitee, create a trust for the benefit of the Indemnitee (the “"Trust”") and from time to time upon written request of the Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, and defending any Claim, and any and all judgments, fines, penalties, and settlement amounts of any and all Claims from time to time actually paid or claimed, reasonably anticipated, or proposed to be paid. The amount to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel (or other person(s) making the determination of whether Indemnitee is permitted to be indemnified by applicable law). The terms of the Trust shall provide that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded, without the written consent of the Indemnitee; (ii) the trustee of the Trust shall advance to Indemniteeadvance, within ten business days of a request by Indemnitee, any and all reasonable Expenses reasonably incurred byto Indemnitee, or in case of retainer to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Company for Expense Expenses Advances under Section 3.3 of this Agreement); (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; (iv) the trustee of the Trust shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a Final Adjudicationcourt of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee and shall be an institution that is not affiliated with the Indemnitee. Nothing in this Section 4.4 shall relieve the Company of any of its obligations under this Agreement.

Establishment of a Trust. In the event of a Potential Change in Control or a Change in Control, the Company shall, upon written request by Indemnitee, create a trust for the benefit of Indemnitee (the “Trust”) and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, and defending any Claim, and any and all judgments, fines, penalties, and settlement amounts of any and all Claims from time to time actually paid or claimed, reasonably anticipated, or proposed to be paid. The amount to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel (or other person(s) making the determination of whether Indemnitee is permitted to be indemnified by applicable law). The terms of the Trust shall provide that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee; (ii) the trustee of the Trust shall advance to Indemnitee, within ten days of a request by IndemniteeXxxxxxxxxx, any and all Expenses reasonably incurred by, or in case of retainer to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee Xxxxxxxxxx and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Company for Expense Advances under Section 3.3 of this Agreement); (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; (iv) the trustee of the Trust shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a Final Adjudication, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee and shall be an institution that is not affiliated with Indemnitee. Nothing in this Section 4.4 shall relieve the Company of any of its obligations under this Agreement.

Establishment of a Trust. (a) In the event of a Potential Change in Control or a Change in Control, the Company shallCorporation, upon written request by the Indemnitee, shall create a trust for the benefit of the Indemnitee (the “Trust”) and from time to time upon written request of the Indemnitee shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated which at the time of each such request to it is reasonably anticipated will be incurred in connection with investigating, preparing for, and defending any Claima Proceeding for which the Indemnitee is entitled to rights of indemnification under Section 4 or 5 hereof, and any and all judgments, fines, penalties, penalties and settlement amounts of any and all Claims proceedings for which the Indemnitee is entitled to rights of indemnification under Section 4 or 5 from time to time actually paid or claimed, reasonably anticipated, anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel (or other person(s) making party who would be required to make the determination of whether Indemnitee is permitted the Indemnitee's right to be indemnified by applicable lawindemnification under Section 8(b) hereof (the "Reviewing Party"). The terms of the Trust trust shall provide that, that upon a Change in Control, Control (i) the Trust trust shall not be revoked or the principal thereof invaded, without the written consent of the Indemnitee; , (ii) the trustee of the Trust shall advance to Indemniteeadvance, within ten two business days of a request by the Indemnitee, any and all Expenses reasonably incurred by, or in case of retainer to be incurred by, or on behalf of the Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust trust under the circumstances in under which the Indemnitee would be required to reimburse the Company for Expense Advances Corporation under Section 3.3 of this Agreement7 hereof); , (iii) the Trust trust shall continue to be funded by the Company Corporation in accordance with the funding obligation set forth above; , (iv) the trustee of the Trust shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement; Agreement or otherwise, and (v) all unexpended funds in the Trust such trust shall revert to the Company Corporation upon a final determination by the Independent Counsel Reviewing Party or a Final Adjudicationcourt of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee and shall be an institution that is not affiliated institutional trustee with a highly regarded reputation chosen by the Indemnitee. Nothing in this Section 4.4 11 shall relieve the Company Corporation of any of its obligations under this Agreement. (b) Nothing contained in this Section 11 shall prevent the Board of Directors of the Corporation in its discretion at any time and from time to time, upon request of the Indemnitee, from providing security to the Indemnitee for the Corporation's obligations hereunder through an irrevocable line of credit, funded trust as described in Section (a) above, or other collateral. Any such security, once provided to the Indemnitee, may not be revoked or released without the prior consent of the Indemnitee.

Establishment of a Trust. In the event of a Potential Change in of Control or a Change in of Control, the Company shall, upon written request by Indemnitee, create a trust for the benefit of Indemnitee (the “"Trust”") and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient equal to satisfy any and all Expenses and Liabilities reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, and defending any Claim, and any and all judgments, fines, penalties, and settlement amounts of any and all Claims from time to time actually paid or claimed, reasonably anticipated, or proposed to be paidProceeding. The amount to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel (or other person(sparty determining the Indemnitee's entitlement to indemnification pursuant to Section 4(c) making the determination of whether Indemnitee is permitted to be indemnified by applicable law)hereof. The terms of the Trust shall provide that, upon a Change in of Control, (ia) the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee; (iib) the trustee of the Trust shall advance to Indemniteeadvance, within ten (10) days of a request by Indemnitee, any and all Expenses reasonably incurred by, or in case of retainer to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Company for Expense Advances Expenses under Section 3.3 of this Agreement); (iiic) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; (ivd) the trustee of the Trust shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this AgreementAgreement or otherwise; and (ve) all unexpended funds in the that Trust shall revert to the Company upon a final determination by the Independent Counsel party determining the Indemnitee's entitlement to indemnification pursuant to Section 4(c) hereof or a Final Adjudicationcourt of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee and shall be an institution that is not affiliated with Indemnitee. Nothing in this Section 4.4 10 shall relieve the Company of any of its obligations under this Agreement.

Establishment of a Trust. In the event of a Potential Change in Control or a Change in Control, the Company Corporation shall, upon written request by Indemnitee, create a trust “Trust” for the benefit of Indemnitee (the “Trust”) and from time to time upon written request of Indemnitee shall fund the such Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, and participating in or defending any ClaimProceedings, and any and all judgments, fines, penaltiespenalties and amounts paid in settlement (including all interest, assessments and settlement other charges paid or payable in connection with or in respect of such judgments, fines, penalties and amounts of paid in settlement) in connection with any and all Claims Proceedings, from time to time actually paid or claimed, reasonably anticipated, anticipated or proposed to be paid. The trustee of the Trust (the “Trustee”) shall be a bank or trust company or other individual or entity chosen by the Indemnitee and reasonably acceptable to the Corporation. Nothing in this Section 6 shall relieve the Corporation of any of its obligations under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of the Indemnitee and the Corporation or, if the Corporation and the Indemnitee are unable to reach such an agreement, by Independent Counsel (or other person(sselected in accordance with Section 9(d) making the determination of whether Indemnitee is permitted to be indemnified by applicable law)this Agreement. The terms of the Trust shall provide that, except upon a Change in Control, the consent of both the Indemnitee and the Corporation: (ia) the Trust shall not be revoked or the principal thereof invaded, without the written consent of the Indemnitee; (iib) the trustee of Trustee shall make Expense Advances, to the Trust shall advance to Indemniteefullest extent permitted by applicable law, within ten five (5) business days of a request by the Indemnitee, any and all Expenses reasonably incurred by, or in case of retainer to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Company for Expense Advances under Section 3.3 of this Agreement); (iiic) the Trust shall continue to be funded by the Company Corporation in accordance with the funding obligation obligations set forth above; (ivd) the trustee of the Trust shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification or to be held harmless pursuant to this AgreementAgreement or otherwise; and (ve) all unexpended funds in the such Trust shall revert to the Company Corporation upon mutual agreement by the Indemnitee and the Corporation or, if the Indemnitee and the Corporation are unable to reach such an agreement, upon a final determination by the Independent Counsel or a Final Adjudication, as the case may beselected in accordance with Section 9(d) of this Agreement, that the Indemnitee has been fully indemnified and held harmless under the terms of this Agreement. The trustee of the Trust shall be chosen governed by Indemnitee Delaware law (without regard to its conflicts of laws rules) and the Trustee shall be an institution that is not affiliated with Indemnitee. Nothing in this Section 4.4 shall relieve consent to the Company exclusive jurisdiction of any the courts of its obligations under this Agreementthe State of Delaware.

Establishment of a Trust. In the event of a Potential Change in Control or a Change in Control, the Company shall, upon written request by Indemnitee, create a trust for the benefit of Indemnitee (the “Trust”) and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, and defending any ClaimClaim or Proceeding, and any and all judgments, fines, penaltiespenalties (including excise or similar taxes), and settlement amounts of any and all Claims or Proceedings from time to time actually paid or claimed, reasonably anticipated, or proposed to be paid. The amount to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel (or other person(s) making the determination of whether Indemnitee is permitted to be indemnified by applicable law). The terms of the Trust shall provide that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee; (ii) the trustee of the Trust shall advance to Indemniteeadvance, within ten 10 days of a request by Indemnitee, any and all Expenses reasonably incurred byto Indemnitee, or in case of retainer to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Company for Expense Expenses Advances under Section 3.3 of this Agreement); (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; (iv) the trustee of the Trust shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a Final Adjudicationcourt of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee and shall be an institution that is not affiliated with Indemnitee. Nothing in this Section 4.4 shall relieve the Company of any of its obligations under this Agreement.

Establishment of a Trust. In the event of a Potential Change in Control or a Change in Control, the Company shall, upon written request by IndemniteeXxxxxxxxxx, create a trust for the benefit of Indemnitee (the “Trust”) and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, and defending any Claim, and any and all judgments, fines, penalties, and settlement amounts of any and all Claims from time to time actually paid or claimed, reasonably anticipated, or proposed to be paid. The amount to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel (or other person(s) making the determination of whether Indemnitee is permitted to be indemnified by applicable law). The terms of the Trust shall provide that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee; (ii) the trustee of the Trust shall advance to Indemnitee, within ten days of a request by IndemniteeXxxxxxxxxx, any and all Expenses reasonably incurred by, or in case of retainer to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee Xxxxxxxxxx and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Company for Expense Advances under Section 3.3 of this Agreement); (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; (iv) the trustee of the Trust shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a Final Adjudication, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee and shall be an institution that is not affiliated with Indemnitee. Nothing in this Section 4.4 shall relieve the Company of any of its obligations under this Agreement.

Establishment of a Trust. In the event of a Potential Change in Control or a Change in Control, the Company Partnership shall, upon written request by Indemnitee, create a trust for the benefit of Indemnitee (the “Trust”) and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, and defending any Claim, and any and all judgments, fines, penalties, and settlement amounts of any and all Claims from time to time actually paid or claimed, reasonably anticipated, or proposed to be paid. The amount to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel (or other person(s) making the determination of whether Indemnitee is permitted to be indemnified by applicable law). The terms of the Trust shall provide that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee; (ii) the trustee of the Trust shall advance to Indemnitee, within ten days of a request by Indemnitee, any and all Expenses reasonably incurred by, or in case of retainer to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Company Partnership for Expense Advances under Section 3.3 of this Agreement); (iii) the Trust shall continue to be funded by the Company Partnership in accordance with the funding obligation set forth above; (iv) the trustee of the Trust shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement; and (v) all unexpended funds in the Trust shall revert to the Company Partnership upon a final determination by the Independent Counsel or a Final Adjudicationcourt of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee and shall be an institution that is not affiliated with Indemnitee. Nothing in this Section 4.4 shall relieve the Company Partnership of any of its obligations under this Agreement.

Establishment of a Trust. In the event of a Potential Change in Control or a Change in Control, the Company shall, upon written request by Indemnitee, create a trust for the benefit of Indemnitee (the “Trust”) and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, and defending any Claim, and any and all judgments, fines, penalties, and settlement amounts of any and all Claims from time to time actually paid or claimed, reasonably anticipated, or proposed to be paid. The amount to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel (or other person(s) making the determination of whether Indemnitee is permitted to be indemnified by applicable law). The terms of the Trust shall provide that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee; (ii) the trustee of the Trust shall advance to Indemniteeadvance, within ten business days of a request by Indemnitee, any and all reasonable Expenses reasonably incurred byto Indemnitee, or in case of retainer to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Company for Expense Advances under Section 3.3 of this Agreement); (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; (iv) the trustee of the Trust shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a Final Adjudicationcourt of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee and shall be an institution that is not affiliated with Indemnitee. Nothing in this Section 4.4 shall relieve the Company of any of its obligations under this Agreement.

Establishment of a Trust. In the event of a Potential Change in Control or a Change in Control, the The Company shall, upon written request by Indemniteeof a majority of Non-Affiliate Directors (as hereinafter defined), create a trust for the benefit of Indemnitee (the “Trust”) and from following initiation of a Proceeding for which Indemnitee reasonably believes that he or she may be entitled to indemnification by the Company under this Agreement. From time to time upon written request of Indemnitee Indemnitee, the Company shall fund the such Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred by or on behalf of Indemnitee in connection with investigating, preparing for, such Proceeding within ten (10) days of such request. The trustee of the Trust (the “Trustee”) shall be a bank or trust company or other individual or entity chosen by Indemnitee and defending any Claim, and any and all judgments, fines, penalties, and settlement amounts of any and all Claims from time reasonably acceptable to time actually paid or claimed, reasonably anticipated, or proposed to be paidthe Company. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of Indemnitee and the Company or, if the Company and Indemnitee are unable to reach an agreement, by Independent Counsel (or other person(s) making the determination of whether Indemnitee is permitted to be indemnified by applicable law)selected in accordance with this Agreement. The terms of the Trust shall provide that, upon a Change in Control, that (ia) the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee; (iib) the trustee of the Trust Trustee shall advance to Indemniteeadvance, within ten (10) calendar days of a request by Indemnitee, any and all Expenses reasonably incurred by, or in case of retainer to be incurred by, by or on behalf of Indemnitee (orin connection with the investigation, if applicabledefense, reimburse Indemnitee for settlement or appeal of any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee)Proceeding, with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Company for Expense Advances Expenses advanced under Section 3.3 of this Agreement); (iiic) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; (ivd) the trustee of the Trust Trustee shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement; and (ve) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a Final Adjudication, as the case may be, mutual agreement by the Company and Indemnitee that Indemnitee has been fully indemnified and held harmless under the terms of this Agreement. The trustee of the Trust shall be chosen governed by Indemnitee Delaware law (without regard to its conflicts of laws rules) and the Trustee shall be an institution that is not affiliated consent to the exclusive jurisdiction of the Delaware Court in accordance with Indemniteethis Agreement. Nothing in this Section 4.4 9 shall relieve the Company of any of its obligations under this Agreement.

Establishment of a Trust. In Immediately upon the event occurrence of a Potential Change in Control or a Potential Change in Control, the Company shall, upon written request by Indemnitee, create a trust (a "Trust") for the benefit of Indemnitee (the “Trust”) and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses amounts reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, and defending any Claim, and any and all judgments, fines, penalties, and settlement amounts of any and all Claims from time to time actually paid or claimed, reasonably anticipated, or proposed to be paidclaim made by Indemnitee. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined (i) prior to the occurrence of a Change in Control or a Potential Change in Control, (a) the Board by a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding serving as the basis of a claim by Indemnitee, or (b) if such a quorum of disinterested directors is not available or so directs, by independent legal counsel (designated in the manner provided in Section 2(d) in a written opinion or (c) by the Stockholders, or (ii) after the occurrence of a Change in Control or a Potential Change in Control, by Independent Counsel as defined in Section 4(c) (or other person(s) making for purposes of this Section 7, the determination of whether Indemnitee is permitted to be indemnified by applicable law"Reviewing Party"). The terms of the Trust shall provide that, that upon a Change in Control, Control (i) the Trust shall not be revoked or the principal thereof invaded, invaded without the written consent of Indemnitee; , (ii) the trustee of the Trust (the "Trustee") shall advance to Indemnitee, within ten 20 business days of a the request by Indemnitee, any and all Expenses reasonably incurred by, or in case of retainer expenses to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust under the same circumstances in for which Indemnitee would be required to reimburse the Company for Expense Advances under Section 3.3 4(b) of this Agreement); , (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; , (iv) the trustee of the Trust Trustee shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement; Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a Final Adjudicationcourt of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust Trustee shall be chosen by Indemnitee and shall be an institution that is not affiliated with Indemnitee. Nothing in this Section 4.4 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys' fees), claims, liabilities, loss and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of a Trust. In To the event extent the Corporation provides the Security pursuant to Section 6(a) in the form of a Potential Change in Control or a Change in Controlfunded trust (the “Trust”), the Company shallCorporation may, upon written request by Indemniteein its discretion, create a establish one collective trust for the benefit of all persons who may have rights similar to those of the Indemnitee and the Trust shall form part of such single collective trust. The trustee of the Trust (the “TrustTrustee”) shall be a bank or trust company or other individual or entity chosen by the Corporation and from time reasonably acceptable to time upon written request of Indemnitee the Indemnitee. Nothing in this Section 6(b) shall fund relieve the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, and defending any Claim, and any and all judgments, fines, penalties, and settlement amounts Corporation of any and all Claims from time to time actually paid or claimed, reasonably anticipated, or proposed to be paid. The amount to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel (or other person(s) making the determination of whether Indemnitee is permitted to be indemnified by applicable law)its obligations under this Agreement. The terms of the Trust shall provide that, except upon the consent of both the Indemnitee and the Corporation, upon a Change in Control, Control (i) the Trust shall not be revoked or the principal thereof invaded, without the written consent of the Indemnitee; , (ii) the trustee of the Trust Trustee shall advance to Indemniteeadvance, within ten two (2) business days of a request by Indemniteethe Indemnitee and upon the execution and delivery to the Corporation of an undertaking providing that the Indemnitee undertakes to repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Corporation, any and all Expenses reasonably incurred byto the Indemnitee, or in case of retainer to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Company for Expense Advances under Section 3.3 of this Agreement); (iii) the Trust shall continue to be funded by the Company Corporation in accordance with the funding obligation obligations set forth above; , (iv) the trustee of the Trust Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement; Agreement or otherwise and (v) all unexpended funds in the such Trust shall revert to the Company Corporation upon a final determination mutual agreement by the Indemnitee and the Corporation or, if the Indemnitee and the Corporation are unable to reach such an agreement, by Independent Legal Counsel or a Final Adjudication, as the case may beselected in accordance with Section 9(e) hereof, that the Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen governed by Indemnitee Delaware law (without regard to its conflicts of laws rules) and the Trustee shall be an institution that is not affiliated with Indemnitee. Nothing in this Section 4.4 shall relieve consent to the Company exclusive jurisdiction of any of its obligations under this Agreementthe Delaware Court.

Establishment of a Trust. In the event of a Potential Change in Control or a Change in Control, the Company CCO shall, upon written request by Indemniteeof a majority of Affiliate Directors (as hereinafter defined), create a trust for the benefit of Indemnitee (the “Trust”) and from following initiation of a Proceeding for which Indemnitee reasonably believes that he or she may be entitled to indemnification by CCO under this Agreement. From time to time upon written request of Indemnitee Indemnitee, CCO shall fund the such Trust within ninety (90) days of such request in an amount sufficient to satisfy any and all (a) Expenses reasonably anticipated at the time of each such request to be incurred by or on behalf of Indemnitee in connection with investigating, preparing for, such Proceeding and defending any Claim, and any and all (b) judgments, fines, penaltiespenalties and amounts paid in settlement (including all interest, assessments and settlement other charges paid or payable in connection with or in respect of such judgments, fines, penalties and amounts of any and all Claims from time to time paid in settlement) in connection with such Proceeding actually paid or claimed, reasonably anticipated, anticipated or proposed to be paid, but, with respect to amounts described in this clause (b), only to the extent such amounts would not reasonably be expected to be fully paid by CCO’s director liability insurance coverage (including amounts below the deductible of any such policy). The trustee of the Trust (the “Trustee”) shall be a bank or trust company or other individual or entity chosen by Indemnitee and reasonably acceptable to CCO. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of Indemnitee and CCO. If the Affiliate Director shall become a Non-Affiliate Director after the effective date of this Agreement, and CCO and Indemnitee are unable to reach an agreement on the amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation within a reasonable period of time not to exceed ten (10) business days, then such amount or amounts shall be as mutually agreed by Indemnitee and CC Media, or in the event that Indemnitee and CC Media are also unable to reach a mutual agreement on such amount or amounts within a reasonable period of time not to exceed ten (10) business days, then as determined by Independent Counsel (or other person(s) making the determination of whether Indemnitee is permitted to be indemnified by applicable lawas hereinafter defined). The terms of the Trust shall provide that, upon a Change in Control, that (ia) the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee; (iib) the trustee of the Trust Trustee shall advance to Indemniteeadvance, within ten twenty (20) calendar days of a request by Indemnitee, any and all Expenses reasonably incurred by, or in case of retainer to be incurred by, by or on behalf of Indemnitee (orin connection with the investigation, if applicabledefense, reimburse Indemnitee for settlement or appeal of any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee)Proceeding, with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Company CCO for Expense Advances Expenses advanced under Section 3.3 8(b) of this Agreement); (iiic) the Trust shall continue to be funded by the Company CCO in accordance with the funding obligation set forth above; (ivd) the trustee of the Trust Trustee shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement; and (ve) all unexpended funds in the Trust shall revert to the Company CCO upon a final determination by the Independent Counsel or a Final Adjudication, as the case may be, mutual agreement by CCO and Indemnitee that Indemnitee has been fully indemnified and held harmless under the terms of this Agreement. The trustee of the Trust shall be chosen governed by Indemnitee Delaware law (without regard to its conflicts of laws rules) and the Trustee shall be an institution that is not affiliated consent to the exclusive jurisdiction of the Delaware Court in accordance with IndemniteeSection 21 of this Agreement. Nothing in this Section 4.4 9 shall relieve the Company CCO of any of its obligations under this Agreement.

Establishment of a Trust. (a) In the event of a Potential Change in Control or a Change in Control, the Company shallCorporation, upon written request by the Indemnitee, shall create a trust for the benefit of the Indemnitee (the “Trust”) and from time to time upon written request of the Indemnitee shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated which at the time of each such request to it is reasonably anticipated will be incurred in connection with investigating, preparing for, and defending any Claima Proceeding for which the Indemnitee is entitled to rights of indemnification under Section 4 or 5 hereof, and any and all judgments, fines, penalties, penalties and settlement amounts of any and all Claims proceedings for which the Indemnitee is entitled to rights of indemnification under Section 4 or 5 from time to time actually paid or claimed, reasonably anticipated, anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel (or other person(s) making party who would be required to make the determination of whether Indemnitee is permitted the Indemnitee’s right to be indemnified by applicable lawindemnification under Section 8(b) hereof (the “Reviewing Party”). The terms of the Trust trust shall provide that, that upon a Change in Control, Control (i) the Trust trust shall not be revoked or the principal thereof invaded, without the written consent of the Indemnitee; , (ii) the trustee of the Trust shall advance to Indemniteeadvance, within ten two business days of a request by the Indemnitee, any and all Expenses reasonably incurred by, or in case of retainer to be incurred by, or on behalf of the Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust trust under the circumstances in under which the Indemnitee would be required to reimburse the Company for Expense Advances Corporation under Section 3.3 of this Agreement7 hereof); , (iii) the Trust trust shall continue to be funded by the Company Corporation in accordance with the funding obligation set forth above; , (iv) the trustee of the Trust shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement; Agreement or otherwise, and (v) all unexpended funds in the Trust such trust shall revert to the Company Corporation upon a final determination by the Independent Counsel Reviewing Party or a Final Adjudicationcourt of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee and shall be an institution that is not affiliated institutional trustee with a highly regarded reputation chosen by the Indemnitee. Nothing in this Section 4.4 11 shall relieve the Company Corporation of any of its obligations under this Agreement. (b) Nothing contained in this Section 11 shall prevent the Board of Directors of the Corporation in its discretion at any time and from time to time, upon request of the Indemnitee, from providing security to the Indemnitee for the Corporation’s obligations hereunder through an irrevocable line of credit, funded trust as described in Section (a) above, or other collateral. Any such security, once provided to the Indemnitee, may not be revoked or released without the prior consent of the Indemnitee.

Establishment of a Trust. In the event of a Potential Change in Control or a Change in Control, the Company CCO shall, upon written request by Indemniteeof a majority of Non-Affiliate Directors (as hereinafter defined), create a trust for the benefit of Indemnitee (the “Trust”) and from following initiation of a Proceeding for which Indemnitee reasonably believes that he or she may be entitled to indemnification by CCO under this Agreement. From time to time upon written request of Indemnitee Indemnitee, CCO shall fund the such Trust within ninety (90) days of such request in an amount sufficient to satisfy any and all (a) Expenses reasonably anticipated at the time of each such request to be incurred by or on behalf of Indemnitee in connection with investigating, preparing for, such Proceeding and defending any Claim, and any and all (b) judgments, fines, penaltiespenalties and amounts paid in settlement (including all interest, assessments and settlement other charges paid or payable in connection with or in respect of such judgments, fines, penalties and amounts of any and all Claims from time to time paid in settlement) in connection with such Proceeding actually paid or claimed, reasonably anticipated, anticipated or proposed to be paid, but, with respect to amounts described in this clause (b), only to the extent such amounts would not reasonably be expected to be fully paid by CCO’s director liability insurance coverage (including amounts below the deductible of any such policy). The trustee of the Trust (the “Trustee”) shall be a bank or trust company or other individual or entity chosen by Indemnitee and reasonably acceptable to CCO. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of Indemnitee and CCO or, if CCO and Indemnitee are unable to reach an agreement on the amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation within a reasonable period of time not to exceed ten (10) business days, by Independent Counsel (or other person(sas hereinafter defined) making the determination of whether Indemnitee is permitted to be indemnified selected by applicable law)Indemnitee. The terms of the Trust shall provide that, upon a Change in Control, that (ia) the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee; (iib) the trustee of the Trust Trustee shall advance to Indemniteeadvance, within ten twenty (20) calendar days of a request by Indemnitee, any and all Expenses reasonably incurred by, or in case of retainer to be incurred by, by or on behalf of Indemnitee (orin connection with the investigation, if applicabledefense, reimburse Indemnitee for settlement or appeal of any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee)Proceeding, with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Company CCO for Expense Advances Expenses advanced under Section 3.3 8(b) of this Agreement); (iiic) the Trust shall continue to be funded by the Company CCO in accordance with the funding obligation set forth above; (ivd) the trustee of the Trust Trustee shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement; and (ve) all unexpended funds in the Trust shall revert to the Company CCO upon a final determination by the Independent Counsel or a Final Adjudication, as the case may be, mutual agreement by CCO and Indemnitee that Indemnitee has been fully indemnified and held harmless under the terms of this Agreement. The trustee of the Trust shall be chosen governed by Indemnitee Delaware law (without regard to its conflicts of laws rules) and the Trustee shall be an institution that is not affiliated consent to the exclusive jurisdiction of the Delaware Court in accordance with IndemniteeSection 21 of this Agreement. Nothing in this Section 4.4 9 shall relieve the Company CCO of any of its obligations under this Agreement.

Establishment of a Trust. In the event of a Potential Change in Control or a Change in Control, the Company shall, upon written request by Indemnitee, create a trust for the benefit of Indemnitee (the “Trust”) and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, and defending any Claim, and any and all judgments, fines, penalties, and settlement amounts of any and all Claims from time to time actually paid or claimed, reasonably anticipated, or proposed to be paid. The amount to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel (or other person(s) making the determination of whether Indemnitee is permitted to be indemnified by applicable law). The terms of the Trust shall provide that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee; (ii) the trustee of the Trust shall advance to Indemniteeadvance, within ten business days of a request by Indemnitee, any and all Expenses reasonably incurred byto Indemnitee, or in case of retainer to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (or other person(s) making the determination of whether Indemnitee is permitted to be indemnified by applicable law) (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Company for Expense Advances under Section 3.3 of this Agreement); (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; (iv) the trustee of the Trust shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel (or other person(s) making the determination of whether Indemnitee is permitted to be indemnified by applicable law) or a Final Adjudicationcourt of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee and shall be an institution that is not affiliated with Indemnitee. Nothing in this Section 4.4 shall relieve the Company of any of its obligations under this Agreement.

Establishment of a Trust. In the event of a Potential Change in of Control or a Change in of Control, the Company shall, upon written request by Indemnitee, create a trust for the benefit of Indemnitee (the “Trust”) and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient equal to satisfy any and all Expenses and Liabilities reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, and defending any Claim, and any and all judgments, fines, penalties, and settlement amounts of any and all Claims from time to time actually paid or claimed, reasonably anticipated, or proposed to be paidProceeding. The amount to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel (or other person(sparty determining the Indemnitee’s entitlement to indemnification pursuant to Section 4(c) making the determination of whether Indemnitee is permitted to be indemnified by applicable law)hereof. The terms of the Trust shall provide that, upon a Change in of Control, (ia) the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee; (iib) the trustee of the Trust shall advance to Indemniteeadvance, within ten (10) days of a request by Indemnitee, any and all Expenses reasonably incurred by, or in case of retainer to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Company for Expense Advances Expenses under Section 3.3 of this Agreement); (iiic) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; (ivd) the trustee of the Trust shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this AgreementAgreement or otherwise; and (ve) all unexpended funds in the that Trust shall revert to the Company upon a final determination by the Independent Counsel party determining the Indemnitee’s entitlement to indemnification pursuant to Section 4(c) hereof or a Final Adjudicationcourt of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee and shall be an institution that is not affiliated with Indemnitee. Nothing in this Section 4.4 10 shall relieve the Company of any of its obligations under this Agreement.

Establishment of a Trust. In To the event extent the Corporation provides the Security pursuant to Section 6(a) in the form of a Potential Change in Control or a Change in Controlfunded trust (the “Trust”), the Company shallCorporation may, upon written request by Indemniteein its discretion, create a establish one collective trust for the benefit of all persons who may have rights similar to those of the Indemnitee and the Trust shall form part of such single collective trust. The trustee of the Trust (the “TrustTrustee”) shall be a bank or trust company or other individual or entity chosen by the Corporation and from time reasonably acceptable to time upon written request of Indemnitee the Indemnitee. Nothing in this Section 6(b) shall fund relieve the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, and defending any Claim, and any and all judgments, fines, penalties, and settlement amounts Corporation of any and all Claims from time to time actually paid or claimed, reasonably anticipated, or proposed to be paid. The amount to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel (or other person(s) making the determination of whether Indemnitee is permitted to be indemnified by applicable law)its obligations under this Agreement. The terms of the Trust shall provide that, except upon the consent of both the Indemnitee and the Corporation, upon a Change in Control, Control (i) the Trust shall not be revoked or the principal thereof invaded, without the written consent of the Indemnitee; , (ii) the trustee of the Trust Trustee shall advance to Indemniteeadvance, within ten two (2) business days of a request by Indemniteethe Indemnitee and upon the execution and delivery to the Corporation of an undertaking providing that the Indemnitee undertakes to repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Corporation, any and all Expenses reasonably incurred byto the Indemnitee, or in case of retainer to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Company for Expense Advances under Section 3.3 of this Agreement); (iii) the Trust shall continue to be funded by the Company Corporation in accordance with the funding obligation obligations set forth above; , (iv) the trustee of the Trust Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement; Agreement or otherwise and (v) all unexpended funds in the such Trust shall revert to the Company Corporation upon a final determination mutual agreement by the Indemnitee and the Corporation or, if the Indemnitee and the Corporation are unable to reach such an agreement, by Independent Legal Counsel or a Final Adjudication, as the case may beselected in accordance with Section 9(c) hereof, that the Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen governed by Indemnitee Delaware law (without regard to its conflicts of laws rules) and the Trustee shall be an institution that is not affiliated with Indemnitee. Nothing in this Section 4.4 shall relieve consent to the Company exclusive jurisdiction of any of its obligations under this Agreementthe Delaware Court.

Establishment of a Trust. (a) In the event of a Potential Change in Control or a Change in Control, the Company shallCorporation, upon written request by the Indemnitee, shall create a trust for the benefit of the Indemnitee (the “Trust”) and from time to time upon written request of the Indemnitee shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated which at the time of each such request to it is reasonably anticipated will be incurred in connection with investigating, preparing for, and defending any Claima Proceeding for which the Indemnitee is entitled to rights of indemnification under Section 4 or 5 hereof, and any and all judgments, fines, penalties, penalties and settlement amounts of any and all Claims Proceedings for which the Indemnitee is entitled to rights of indemnification under Section 4 or 5 hereof from time to time actually paid or claimed, reasonably anticipated, anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel (or other person(s) making party who would be required to make the determination of whether Indemnitee is permitted the Indemnitee’s right to be indemnified by applicable lawindemnification under Section 8(b) hereof (the “Reviewing Party”). The terms of the Trust trust shall provide that, that upon a Change in Control, Control (i) the Trust trust shall not be revoked or the principal thereof invaded, without the written consent of the Indemnitee; , (ii) the trustee of the Trust shall advance to Indemniteeadvance, within ten two business days of a request by the Indemnitee, any and all Expenses reasonably incurred by, or in case of retainer to be incurred by, or on behalf of the Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust trust under the circumstances in under which the Indemnitee would be required to reimburse the Company for Expense Advances Corporation under Section 3.3 of this Agreement7 hereof); , (iii) the Trust trust shall continue to be funded by the Company Corporation in accordance with the funding obligation set forth above; , (iv) the trustee of the Trust shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement; Agreement or otherwise, and (v) all unexpended funds in the Trust such trust shall revert to the Company Corporation upon a final determination by the Independent Counsel Reviewing Party or a Final Adjudicationcourt of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee and shall be an institution that is not affiliated institutional trustee with a highly regarded reputation chosen by the Indemnitee. Nothing in this Section 4.4 11 shall relieve the Company Corporation of any of its obligations under this Agreement. (b) Nothing contained in this Section 11 shall prevent the Board of Directors of the Corporation in its discretion at any time and from time to time, upon request of the Indemnitee, from providing security to the Indemnitee for the Corporation’s obligations hereunder through an irrevocable line of credit, funded trust as described in Section 11(a) above, or other collateral. Any such security, once provided to the Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.

Establishment of a Trust. (a) In the event of a Potential Change in Control or a Change in Control, the Company shallCorporation, upon written request by the Indemnitee, shall create a trust for the benefit of the Indemnitee (the “Trust”) and from time to time upon written request of the Indemnitee shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated which at the time of each such request to it is reasonably anticipated will be incurred in connection with investigating, preparing for, and defending any Claima Proceeding for which the Indemnitee is entitled to rights of indemnification under Section 4 or 5 hereof, and any and all judgments, fines, penalties, penalties and settlement amounts of any and all Claims proceedings for which the Indemnitee is entitled to rights of indemnification under Section 4 or 5 from time to time actually paid or claimed, reasonably anticipated, anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel (or other person(s) making party who would be required to make the determination of whether Indemnitee is permitted the Indemnitee’s right to be indemnified by applicable lawindemnification under Section 8(b) hereof (the “Reviewing Party”). The terms of the Trust trust shall provide that, that upon a Change in Control, Control (i) the Trust trust shall not be revoked or the principal thereof invaded, without the written consent of the Indemnitee; , (ii) the trustee of the Trust shall advance to Indemniteeadvance, within ten two business days of a request by the Indemnitee, any and all Expenses reasonably incurred by, or in case of retainer to be incurred by, or on behalf of the Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust trust under the circumstances in under which the Indemnitee would be required to reimburse the Company for Expense Advances Corporation under Section 3.3 of this Agreement7 hereof); , (iii) the Trust trust shall continue to be funded by the Company Corporation in accordance with the funding obligation set forth above; , (iv) the trustee of the Trust shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement; Agreement or otherwise, and (v) all unexpended funds in the Trust such trust shall revert to the Company Corporation upon a final determination by the Independent Counsel Reviewing Party or a Final Adjudicationcourt of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee and shall be an institution that is not affiliated institutional trustee with a highly regarded reputation chosen by the Indemnitee. Nothing in this Section 4.4 11 shall relieve the Company Corporation of any of its obligations under this Agreement. (b) Nothing contained in this Section 11 shall prevent the Board of Directors of the Corporation in its discretion at any time and from time to time, upon request of the Indemnitee, from providing security to the Indemnitee for the Corporation’s obligations hereunder through an irrevocable line of credit or other collateral. Any such security, once provided to the Indemnitee, may not be revoked or released without the prior consent of the Indemnitee.

Establishment of a Trust. In the event of a Potential Change in Control or a Change in Control, the Company shall, upon written request by Indemnitee, create a trust for the benefit of Indemnitee (the “"Trust”") and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, and defending any Claim, and any and all judgments, fines, penalties, and settlement amounts of any and all Claims from time to time actually paid or claimed, reasonably anticipated, or proposed to be paid. The amount to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel (or other person(s) making the determination of whether Indemnitee is permitted to be indemnified by applicable law). The terms of the Trust shall provide that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee; (ii) the trustee of the Trust shall advance to Indemniteeadvance, within ten business days of a request by Indemnitee, any and all reasonable Expenses reasonably incurred byto Indemnitee, or in case of retainer to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Company for Expense Expenses Advances under Section 3.3 of this Agreement); (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; (iv) the trustee of the Trust shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a Final Adjudicationcourt of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee and shall be an institution that is not affiliated with Indemnitee. Nothing in this Section 4.4 shall relieve the Company of any of its obligations under this Agreement.

Establishment of a Trust. In the event of a Potential Change in Control or a Change in Control, the Company shallCompany, upon written request by the Indemnitee, shall create a trust for the benefit of the Indemnitee (the “Trust”) and from time to time upon written request of the Indemnitee shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated which at the time of each such request to it is reasonably anticipated will be incurred in connection with investigatinga Claim (whether by reason of or arising in part out of a Covered Event) for which the Indemnitee is entitled to rights of indemnification under Section 2 hereof, preparing forincluding all interest, assessments and defending any Claimother charges incurred in connection with or in respect of such Expenses, and any and all judgments, fines, penalties, and settlement amounts of any and all Claims from time to time actually paid or claimed, reasonably anticipated, anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel (or other person(s) making the determination of whether Indemnitee is permitted to be indemnified by applicable law)Reviewing Party. The terms of the Trust trust shall provide that, that upon a Change in Control, Control (ia) the Trust trust shall not be revoked or the principal thereof invaded, without the written consent of the Indemnitee; , (iib) the trustee of the Trust shall advance to Indemniteeadvance, within ten two (2) business days of a request by the Indemnitee, any and all Expenses reasonably incurred by, or in case of retainer to be incurred by, or on behalf of the Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust trust under the circumstances in under which the Indemnitee would be required to reimburse the Company for Expense Advances under Section 3.3 of this Agreement2(b) hereof); , (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; , (iv) the trustee of the Trust shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement; Agreement or otherwise, and (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a Final Adjudicationcourt of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee and shall be an institution that is not affiliated institutional trustee with a highly regarded reputation chosen by the Indemnitee. Nothing in this Section 4.4 13 shall relieve the Company of any of its obligations under this Agreement. Nothing contained in this Section 13 shall prevent the Board in its discretion at any time and from time to time, upon request of the Indemnitee, from providing security to the Indemnitee for the Company’s obligations hereunder through an irrevocable line of credit or other collateral. Any such security, once provided to the Indemnitee, may not be revoked or released without the prior consent of the Indemnitee.

Establishment of a Trust. In the event of a Potential Change in Control or a Change in Control, the Company shall, upon written request by Indemnitee, create a trust for the benefit of Indemnitee (the “Trust”) and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, and defending any Claim, and any and all judgments, fines, penalties, and settlement amounts of any and all Claims from time to time actually paid or claimed, reasonably anticipated, or proposed to be paid. The amount to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel (or other person(s) making the determination of whether Indemnitee is permitted to be indemnified by applicable law). The terms of the Trust shall provide that, upon a Change in Control, (ia) the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee; (iib) the trustee of the Trust shall advance to Indemnitee, within ten days of a request by Indemnitee, any and all Expenses reasonably incurred by, or in case of retainer to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Company for Expense Advances under Section 3.3 of this Agreement); (iiic) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; (ivd) the trustee of the Trust shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement; and (ve) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a Final Adjudication, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee and shall be an institution that is not affiliated with Indemnitee. Nothing in this Section 4.4 shall relieve the Company of any of its obligations under this Agreement.