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

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this Deed, and the Indemnitors shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidence. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Deed) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Company, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company or its board of directors or any committee of the board of directors. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this Deed. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidence. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidence. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the any applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceconduct. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidencepresumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidencepresumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement whether the Indemnitee is entitled to indemnification hereunder, the person, persons or entity Reviewing Party making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee is entitled to indemnification under this DeedAgreement if the Indemnitee has submitted a request for indemnification in accordance with Section 8(a) hereof, and the Indemnitors shall, anyone seeking to the fullest extent not prohibited by law, overcome this presumption shall have the burden of proof to overcome that presumption and the burden of persuasion, by clear and convincing evidence. (b) The Subject to the terms of Section 14.4 hereof, the termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests interest of the Indemnitors orCompany and, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to faith, if the extent the Indemnitee relied in good faith Indemnitee’s action is based on (i) the records or books of account of an Indemnitor or a Group the Company, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group the Company in the course of their duties, (iii) the advice of legal or financial counsel for an Indemnitor or a Group the Company or its board the Board of directors Directors (or counsel selected by any committee of the board of directors thereof) or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, accountant or by an appraiser, investment banker appraiser or other expert selected with reasonable care by the Indemnitor Company or the Group Company or its board Board of directors Directors (or any committee of the board of directorsthereof). The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this DeedAgreement. Whether In addition, the knowledge and/or actions, or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act act, of any other director, trustee, partner, managing member, fiduciary, officer, agent or employee of the Enterprise Company shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) a. In making a any determination with respect to entitlement to indemnification hereunder, the person, person or persons or entity making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and the Indemnitors shall, to the fullest extent not prohibited by law, Company shall have the burden of proof to overcome that presumption by clear and convincing evidencein connection with the making of any determination contrary to that presumption. (b) b. The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall or entry of an order of probation prior to judgment, does not (except as otherwise expressly provided in this Deed) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that he meet the requisite standard of conduct described herein for indemnification. c. The knowledge and/or actions, or she reasonably believed failure to be in act, of any other director, officer, employee or not opposed to the best interests agent of the Indemnitors orCompany or any other director, with respect trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise shall not be imputed to Indemnitee for purposes of determining any criminal Proceeding, that the Indemnitee had reasonable cause right to believe that his or her conduct was unlawfulindemnification under this Agreement. (c) d. For purposes of any determination of good faithas to Indemnitee’s entitlement to indemnification, the Indemnitee shall be deemed presumed to have acted in good faith to met the extent the standard of conduct for indemnification if, among other things and without limitation, Indemnitee relied in good faith on (i) any information, opinion, report or statement, including any financial statement or other financial data or the records or books of account of the Company or any Enterprise, prepared or presented by an Indemnitor officer or a Group Company, including financial statements, (ii) information supplied employee of the Company or any Enterprise whom Indemnitee reasonably believed to the Indemnitee by the officers of an Indemnitor or a Group Company be reliable and competent in the course of their dutiesmatters presented, (iii) the advice of legal counsel for an Indemnitor or by a Group Company or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent lawyer, certified public accountant, an appraiser, investment banker appraiser or other person, as to a matter which Indemnitee reasonably believed to be within the person’s professional or expert selected with reasonable care by competence, or, if Indemnitee was serving on the Indemnitor or Board of Directors of the Group Company or its board as a member of directors or any similar body of any Enterprise, by a committee of the board Board of directorsDirectors or such other body on which Indemnitee does not serve, as to a matter within its designated authority, if Indemnitee reasonably believes the committee to merit confidence. The provisions of this Section 9(c11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may met, or be deemed presumed to have met met, the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions Agreement. e. For purposes of this Section 9(c) are satisfiedAgreement, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed considered to the Indemnitee for purposes of determining the right have been wholly successful with respect to indemnification under this Deed. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee if such Proceeding is a party is resolved in any manner other than by adverse judgment against the Indemnitee (includingdisposed of, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to Indemnitee, (ii) it being Adjudged that Indemnitee was liable to the Company, (iii) a plea of guilty by Indemnitee, (iv) it being Adjudged that an act or omission of Indemnitee was material to the matter giving rise to the Proceeding and was (A) committed in such Proceeding. Anyone seeking bad faith or (B) the result of Indemnitee’s active and deliberate dishonesty, (v) it being Adjudged that Indemnitee actually received an improper personal benefit in money, property or services or (vi) with respect to overcome this presumption shall have any criminal proceeding, it being Adjudged that Indemnitee had reasonable cause to believe the burden of proof and the burden of persuasion by clear and convincing evidenceact or omission was unlawful.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this Deed, and the Indemnitors shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidence. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (cb) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c11(b) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (dc) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In If a Change of Control shall have occurred, in making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee is entitled to indemnification under this DeedAgreement if the Indemnitee has submitted a request for indemnification in accordance with Section 8(a) of this Agreement, and the Indemnitors shall, to the fullest extent not prohibited by law, Corporation shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption by clear and convincing evidenceany person, persons or entity. (b) If within 30 days after receipt by the Corporation of the request for indemnification, the Board shall not have made a determination under Section 8(b)(i) or 8(b)(ii)(A) with regard thereto, the requisite determination of entitlement to indemnification shall be deemed to have been made in favor of the Indemnitee who then shall be entitled to such indemnification. The foregoing provisions of this Section 9(b) shall not apply if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b)(i) or 8(b)(ii)(B) of this Agreement. (c) The termination of any Proceeding or of any claim, issue or matter therein, therein by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in in, or not opposed to to, the best interests of the Indemnitors Corporation or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Company, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company or its board of directors or any committee of the board of directors. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this Deed. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidence. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests met any other applicable standard of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceconduct. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidence. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, financial advisor, compensation consultant, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidence. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination required to be made under Delaware law with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 6 of this Agreement, and the Indemnitors shall, to the fullest extent not prohibited by law, Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither the failure of the Company or of any person, persons or entity to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by clear and convincing evidencethe Company or by any person, persons or entity that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith if Indemnitee’s action is based on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) or on information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) or on the advice of legal counsel for an Indemnitor the Enterprise or a Group Company or its board the Board of directors Directors or counsel selected by any committee of the board Board of directors Directors or (iv) on information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, accountant or by an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor Company or the Group Company or its board Board of directors Directors or any committee of the board Board of directorsDirectors. The provisions of this Section 9(c12(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledgeThe knowledge and/or actions, actions nor or failure to act act, of any other director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidence. (b) presumption. The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) . For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c) 00 shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this DeedAgreement. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination determination, with respect to entitlement to indemnification hereunder, the person, persons Person or entity Persons making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 4 of this Agreement, and the Indemnitors shall, to the fullest extent not prohibited by law, have Company shall bear the burden of proof to overcome rebut that presumption in connection with the making by clear and convincing evidenceany Person or Persons of any determination contrary to that presumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, therein by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company and its shareholders or, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) Indemnitee’s conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in and beneficiaries of the plan shall be deemed to be conduct that Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and its shareholders. (d) For purposes of any determination of good faithhereunder, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Company, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company or its board of directors or any committee of the board of directors. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the IndemnitorsCompany and its shareholders or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action was based on (i) the records or books of account of the Company or another Person, including financial statements, (ii) information supplied to him by the officers of the Company or another Person in the course of their duties, (iii) the advice of legal counsel for the Company or another Person, or (iv) information or records given or reports made to the Company or another Person by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another Person. Anyone seeking to overcome The term “Person” as used in this presumption Agreement shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act of mean any other directorindividual or corporation or any partnership, officerjoint venture, agent or trust, employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this Deed. (e) The Indemnitors acknowledge that a settlement benefit plan or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim entity or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceenterprise.

Presumptions and Effect of Certain Proceedings. (a) In making a determination required to be made under Delaware law with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 6 of this Agreement, and the Indemnitors shall, to the fullest extent not prohibited by law, Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither the failure of the Company or of any person, persons or entity to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by clear and convincing evidencethe Company or by any person, persons or entity that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith if Indemnitee's action is based on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) or on information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) or on the advice of legal counsel for an Indemnitor the Enterprise or a Group Company or its board the Board of directors Directors or counsel selected by any committee of the board Board of directors Directors or (iv) on information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, accountant or by an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor Company or the Group Company or its board Board of directors Directors or any committee of the board Board of directorsDirectors. The provisions of this Section 9(c12(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledgeThe knowledge and/or actions, actions nor or failure to act act, of any other director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, person or persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(a) of this Agreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by clear and convincing evidenceany person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by Independent Counsel that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee Ixxxxxxxxx had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, and without creating any presumption as to a lack of good faith if the following circumstances do not exist, Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith if Indemnitee’s action is based on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) or on information supplied to the Indemnitee by the directors or officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) or on the advice of legal counsel for an Indemnitor the Enterprise or a Group Company or its board of directors or counsel selected by any committee of the board of directors or (iv) on information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, accountant or by an appraiser, investment banker appraiser or other expert selected with the reasonable care by the Indemnitor or the Group Company or its board of directors or any committee of the board of directorsEnterprise. The provisions of this Section 9(c13(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this DeedAgreement. Whether or not the foregoing provisions of this Section 9(c13(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceCompany. (d) Neither the knowledgeThe knowledge and/or actions, actions nor or failure to act act, of any other director, officer, trustee, partner, managing member, employee, agent or employee fiduciary of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement whether the Indemnitee is entitled to indemnification hereunder, the person, persons or entity Reviewing Party making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee is entitled to indemnification under this DeedAgreement if the Indemnitee has submitted a request for indemnification in accordance with Section 8(a) hereof, and the Indemnitors shall, anyone seeking to the fullest extent not prohibited by law, overcome this presumption shall have the burden of proof to overcome that presumption and the burden of persuasion, by clear and convincing evidence. (b) The Subject to the terms of Section 14.4 hereof, the termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests interest of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to faith, if the extent the Indemnitee relied in good faith Indemnitee’s action is based on (i) the records or books of account of an Indemnitor or a Group the Company, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group the Company in the course of their duties, (iii) the advice of legal or financial counsel for an Indemnitor or a Group the Company or its board the Board of directors Directors (or counsel selected by any committee of the board of directors thereof) or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, accountant or by an appraiser, investment banker appraiser or other expert selected with reasonable care by the Indemnitor Company or the Group Company or its board Board of directors Directors (or any committee of the board of directorsthereof). The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this DeedAgreement. Whether In addition, the knowledge and/or actions, or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act act, of any other director, trustee, partner, managing member, fiduciary, officer, agent or employee of the Enterprise Company shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume it shall be presumed that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and the Indemnitors shall, to the fullest extent not prohibited by law, Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. In an action to enforce this Agreement, neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by clear and convincing evidencethe Company or by Independent Counsel that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. (b) Indemnitee shall be deemed to have acted in good faith to the extent Indemnitee’s action is based on the records or books of account of the Company or any other Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Company or any other Enterprise in the course of their duties, or on the advice of legal counsel for the Company or any other Enterprise, or for any committee of the Board or the board of directors of any other Enterprise, or on information or records given or reports made to the Company or any other Enterprise, or to any committee of the Board or the board of directors of any other Enterprise, by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or any other Enterprise, or by any committee of the Board or the board of directors of any other Enterprise. (c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and or in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Company, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company or its board of directors or any committee of the board of directors. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the IndemnitorsCompany or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this Deed. (e) The Indemnitors acknowledge Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. (d) The knowledge and/or actions, or failure to act, of any director, officer, agent, fiduciary or employee of the Company or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. In Whether or not the event that any Proceeding to which the Indemnitee is a party is resolved foregoing provisions of this Section 12 are satisfied, it shall in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall event be presumed that the Indemnitee has been successful on at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the merits or otherwise in such Proceedingbest interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this Deed, Agreement and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by clear and convincing evidencesuch person, persons or entity of any determination contrary to that presumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith Indemnitee’s action is based on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this DeedAgreement. Whether or not the foregoing provisions of this Section 9(c11(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the IndemnitorsCompany. Anyone seeking to overcome this presumption shall shall, to the fullest extent not prohibited by law, have the burden of proof and the burden of persuasion by clear and convincing evidenceto overcome such presumption. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this Deed, and the Indemnitors shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidence. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (cb) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statementsstatements (except that this shall not apply to the extent that the Indemnitee participated in the creating of such financial statements or otherwise certified their completeness and/or veracity), (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c11(b) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (dc) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a any determination with respect to entitlement to indemnification hereunder, the person, person or persons or entity making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and the Indemnitors shall, to the fullest extent not prohibited by law, Company shall have the burden of proof to overcome overcoming that presumption by clear and convincing evidencein connection with the making of any determination contrary to that presumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall or entry of an order of probation prior to judgment, does not (except as otherwise expressly provided in this Deed) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to meet the best interests requisite standard of the Indemnitors or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawfuldescribed herein for indemnification. (c) The knowledge and/or actions, or failure to act, of any other trustee, officer, employee or agent of the Company or any other director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise shall not be imputed to Indemnitee for purposes of determining any other right to indemnification under this Agreement. (d) For purposes of any determination of good as to whether or not Indemnitee acted in bad faith, the Indemnitee shall be deemed to have not acted in good bad faith to if Indemnitee’s action is based on any information, opinion, report or statement, including any financial statement or other financial data of the extent the Indemnitee relied in good faith on Company (or other applicable entity) prepared or presented by: (i) an officer or employee of the records Company (or books of account of an Indemnitor or a Group Company, including financial statementsother applicable entity) whom Indemnitee reasonably believes to be reliable and competent in the matters presented, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company in the course of their dutieslawyer, (iii) the advice of legal counsel for an Indemnitor or a Group Company or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, an appraiser, investment banker or other person, as to a matter which Indemnitee reasonably believes to be within the person’s professional or expert selected with reasonable care by the Indemnitor competence or the Group Company or its board of directors or any (iii) a committee of the board Board of directors. The provisions of this Section 9(c) shall Trustees on which Indemnitee does not be deemed serve, as to be exclusive or a matter with its designated authority, if Indemnitee reasonably believes the committee to limit merit confidence; provided, in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfiedeach case, it shall in any event be presumed that the Indemnitee has at all times acted no knowledge concerning the matter in good faith and in a manner he reasonably believed question which would cause such reliance to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this Deed. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.be

Presumptions and Effect of Certain Proceedings. (a) In making a determination required to be made under Delaware law with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 6 of this Agreement, and the Indemnitors shall, to the fullest extent not prohibited by law, Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither the failure of the Company or of any person, persons or entity to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by clear and convincing evidencethe Company or by any person, persons or entity that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had no reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith if Indemnitee’s action is based on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) or on information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) or on the advice of legal counsel for an Indemnitor the Enterprise or a Group Company or its the board of directors or counsel selected by any committee of the board of directors or (iv) on information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, accountant or by an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor Company or the Group Company or its board of directors or any committee of the board of directors. The provisions of this Section 9(c12(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledgeThe knowledge and/or actions, actions nor or failure to act act, of any other director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidencepresumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee Xxxxxxxxxx shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume it shall be presumed that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(a) of this Agreement, and the Indemnitors shall, to the fullest extent not prohibited by law, Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by clear and convincing evidencethe Company or by Independent Counsel that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith if Indemnitee’s action is based on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) or on information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) or on the advice of legal counsel for an Indemnitor the Enterprise or a Group Company or its board of directors the Board or counsel selected by any committee of the board of directors Board or (iv) on information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, accountant or by an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor Company or the Group Company or its board of directors Board or any committee of the board of directorsBoard. The provisions of this Section 9(c13(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledgeThe knowledge and/or actions, actions nor or failure to act act, of any other director, consultant, officer, agent or employee of the Company or any Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidence. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this DeedAgreement. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the IndemnitorsCompany. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by clear and convincing evidencesuch person, persons or entity of any determination contrary to that presumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledge, actions nor failure to act of any other director, officer, stockholder, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidence. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that he or she they reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her their conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c10(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a any determination with respect to entitlement to indemnification hereunder, the person, person or persons or entity making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and the Indemnitors shall, to the fullest extent not prohibited by law, Company shall have the burden of proof and the burden of persuasion by clear and convincing evidence to overcome that presumption by clear and convincing evidence. (b) in connection with the making of any determination contrary to that presumption. The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall or entry of an order of probation prior to judgment, does not (except as otherwise expressly provided in this Deed) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that he meet the requisite standard of conduct described herein for indemnification. The knowledge and/or actions, or she reasonably believed failure to be in act, of any other director, officer, employee or not opposed to the best interests agent of the Indemnitors orCompany or any other director, with respect trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any Enterprise shall not be imputed to Indemnitee for purposes of determining any criminal Proceeding, that the Indemnitee had reasonable cause other right to believe that his or her conduct was unlawful. (c) indemnification under this Agreement. For purposes of any determination as to Indemnitee’s entitlement of good faithindemnification, the Indemnitee shall be deemed presumed to have acted in good faith to met the extent the standard of conduct for indemnification if, among other things and without limitation, Indemnitee relied in good faith on (i) any information, opinion, report or statement, including any financial statement or other financial data or the records or books of account of the Company or any other Enterprise, prepared or presented by an Indemnitor officer or a Group Company, including financial statements, (ii) information supplied employee of the Company or any Enterprise whom Indemnitee reasonably believed to the Indemnitee by the officers of an Indemnitor or a Group Company be reliable and competent in the course of their dutiesmatters presented, (iii) the advice of legal counsel for an Indemnitor or by a Group Company or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent lawyer, certified public accountant, an appraiser, investment banker appraiser or other person or expert, as to a matter which Indemnitee reasonably believed to be within the person’s professional or expert selected with reasonable care by competence, or, if Indemnitee was serving on the Indemnitor or Board of Directors of the Group Company or its board as a member of directors or any similar body of any Enterprise, by a committee of the board Board of directorsDirectors or such other body on which Indemnitee does not serve, as to a matter within its designated authority, if Indemnitee reasonably believes the committee to merit confidence. The provisions of this Section 9(c11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may meet, or be deemed presumed to have met met, the applicable standard of conduct set forth in this DeedAgreement. Whether or not the foregoing provisions For purposes of this Section 9(c) are satisfiedAgreement, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed considered to the Indemnitee for purposes of determining the right have been wholly successful with respect to indemnification under this Deed. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee if such Proceeding is a party is resolved in any manner other than by adverse judgment against the Indemnitee (includingdisposed of, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to Indemnitee, (ii) it being Adjudged that Indemnitee was liable to the Company, (iii) a plea of guilty by Indemnitee, (iv) it being Adjudged that an act or omission of Indemnitee was material to the matter giving rise to the Proceeding and was (A) committed in such Proceeding. Anyone seeking bad faith or (B) the result of Indemnitee’s active and deliberate dishonesty, (v) it being Adjudged that Indemnitee actually received an improper personal benefit in money, property or services or (vi) with respect to overcome this presumption shall have any criminal proceeding, it being Adjudged that Indemnitee had reasonable cause to believe the burden of proof and the burden of persuasion by clear and convincing evidenceact or omission was unlawful.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this Deed, and the Indemnitors shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidence. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. In connection with any determination as to whether Indemnitee is entitled to be indemnified hereunder, the reviewing party, court, any finder of fact or other relevant person shall presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the burden of proof shall be on the Company or its representative to establish by clear and convincing evidence that Indemnitee is not so entitled. (cb) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statementsstatements (except that this shall not apply to the extent that the Indemnitee participated in the creation of such financial statements or otherwise certified their completeness and/or veracity), (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c11(b) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (dc) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination determination, with respect to entitlement to indemnification hereunder, the person, persons Person or entity Persons making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 4 of this Agreement, and the Indemnitors shall, to the fullest extent not prohibited by law, have Company shall bear the burden of proof to overcome rebut that presumption in connection with the making by clear and convincing evidenceany Person or Persons of any determination contrary to that presumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, therein by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company and its stockholders or, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) Indemnitee’s conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in and beneficiaries of the plan shall be deemed to be conduct that Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and its stockholders. (d) For purposes of any determination of good faithhereunder, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Company, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company or its board of directors or any committee of the board of directors. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the IndemnitorsCompany and its stockholders or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action was based on (i) the records or books of account of the Company or another Person, including financial statements, (ii) information supplied to him by the officers of the Company or another Person in the course of their duties, (iii) the advice of legal counsel for the Company or another Person, or (iv) information or records given or reports made to the Company or another Person by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another Person. Anyone seeking to overcome The term “Person” as used in this presumption Agreement shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act of mean any other directorindividual or corporation or any partnership, officerjoint venture, agent or trust, employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this Deed. (e) The Indemnitors acknowledge that a settlement benefit plan or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim entity or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceenterprise.

Presumptions and Effect of Certain Proceedings. (a) In making a determination determination, with respect to entitlement to indemnification hereunder, the person, persons Person or entity Persons making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 4 of this Agreement, and the Indemnitors shall, to the fullest extent not prohibited by law, have Company shall bear the burden of proof to overcome rebut that presumption in connection with the making by clear and convincing evidenceany Person or Persons of any determination contrary to that presumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, therein by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company and its stockholders, or, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) Indemnitee's conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in and beneficiaries of the plan shall be deemed to be conduct that Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and its stockholders. (d) For purposes of any determination of good faithhereunder, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Company, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company or its board of directors or any committee of the board of directors. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking Company and its stockholders, or, with respect to overcome this presumption shall any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action was based on (i) the burden records or books of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee account of the Enterprise shall be imputed Company or another Person, including financial statements, (ii) information supplied to him by the officers of the Company or another Person in the course of their duties, (iii) the advice of legal counsel for the Company or another Person, or (iv) information or records given or reports made to the Indemnitee for purposes of determining the right to indemnification under this Deed. (e) The Indemnitors acknowledge that a settlement Company or another Person by an independent certified public accountant or by an appraiser or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In expert selected with reasonable care by the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim Company or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceanother Person.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidencepresumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidence. (b) presumption. The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) . For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c) 00 shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this DeedAgreement. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this Deed. Agreement. Remedies of Indemnitee. Subject to Section 00, in the event that (ei) The Indemnitors acknowledge a determination is made pursuant to Section 0 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 0 or 00 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 0 of this Agreement within 90 days after the later of the receipt by the Company of the request for indemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within ten days after a settlement determination has been made that Indemnitee is entitled to indemnification or (B) with respect to indemnification pursuant to Sections 0, 0 and 00 of this Agreement, within 30 days after receipt by the Company of a written request therefor, or (v) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other disposition short action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of final judgment competent jurisdiction of his or her entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be successful if it permits conducted by a party single arbitrator pursuant to avoid expensethe Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 00; provided, delayhowever, distractionthat the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 0 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration in accordance with this Agreement. Neither (i) the failure of the Company, disruption and uncertaintyits board of directors, any committee or subgroup of the board of directors, Independent Counsel or stockholders to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company, its board of directors, any committee or subgroup of the board of directors, Independent Counsel or stockholders that Indemnitee has not met the applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. In the event that any Proceeding a determination shall have been made pursuant to which the Section 0 of this Agreement that Indemnitee is a party is resolved in not entitled to indemnification, any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim judicial proceeding or proceeding with or without payment of money or other consideration) it arbitration commenced pursuant to this Section 0 shall be presumed that the Indemnitee has been successful conducted in all respects as a de novo trial, or arbitration, on the merits merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or otherwise in such Proceeding. Anyone seeking arbitration commenced pursuant to overcome this presumption shall Section 0, the Company shall, to the fullest extent not prohibited by law, have the burden of proof proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. To the fullest extent not prohibited by law, the Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 0 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the burden Company is bound by all the provisions of persuasion this Agreement. If a determination shall have been made pursuant to Section 0 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by clear such determination in any judicial proceeding or arbitration commenced pursuant to this Section 0, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. To the extent not prohibited by law, the Company shall indemnify Indemnitee against all Expenses that are incurred by Indemnitee in connection with any action for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and convincing evidenceofficers’ liability insurance policies maintained by the Company to the extent Indemnitee is successful in such action, and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event no later than 90 days, after receipt by the Company of a written request therefor) advance such Expenses to Indemnitee, subject to the provisions of Section 0. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification shall be required to be made prior to the final disposition of the Proceeding.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidencepresumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this DeedAgreement. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceCompany. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a connection with any determination with respect concerning the Indemnitee’s right to entitlement to indemnification hereunderindemnification, the person, persons Person or entity Persons making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification under this DeedAgreement if the Indemnitee has submitted a request for indemnification in accordance with Section 10 above, and the Indemnitors shalland, except where any required undertaking under Section 8 has not been delivered to the fullest extent not prohibited by lawCompany, anyone seeking to overcome this presumption shall have the burden of proof to overcome that presumption and burden of persuasion, by clear and convincing evidence. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Deed) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Company, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company or its board of directors or any committee of the board of directors. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth and to be entitled to indemnification under the Act for any action or omission to act undertaken (i) in good faith reliance upon the records of the Company, including its financial statements, or upon information, opinions, reports or statements furnished to the Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their duties, or by committees of the Board of Directors, or by any other Person as to matters the Indemnitee reasonably believes are within such other Person’s professional or expert competence, or (ii) on behalf of the Company in furtherance of the interests of the Company in good faith in reliance upon, and in accordance with, the advice of legal counsel or accountants; provided, however that the Indemnitee has no reasonable cause to believe that such legal counsel or accountants were not selected with reasonable care by or on behalf of the Company. In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent or employee of the Company or an Other Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification or advancement of Expenses under this DeedAgreement. Whether or not the foregoing provisions of this Section 9(c14(b) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the IndemnitorsCompany. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion persuasion, by clear and convincing evidence. (dc) Neither For purposes of this Agreement, the knowledge, actions nor failure to act termination of any other directorProceeding by judgment, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this Deed. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitationorder, settlement of such action, claim or proceeding (whether with or without payment court approval) or conviction, or upon a plea of money nolo contendere or other consideration) it its equivalent, shall be presumed not, of itself, create a presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion determined that indemnification is not permitted by clear and convincing evidenceapplicable law.

Presumptions and Effect of Certain Proceedings. (a) In making a determination connection with respect any determination, pursuant to entitlement Section 2(e), concerning the Indemnitee’s right to indemnification hereunderIndemnification, the person, persons Person or entity Persons making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification under this DeedAgreement if the Indemnitee has submitted a request for indemnification in accordance with Section 2(d) above, and the Indemnitors shalland, except where any required undertaking under Section 2(b) has not been delivered to the fullest extent not prohibited by lawCompany, anyone seeking to overcome this presumption shall have the burden of proof to overcome that presumption and burden of persuasion, by clear and convincing evidence. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Deed) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Company, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company or its board of directors or any committee of the board of directors. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth and to be entitled to indemnification under the MGCL for any action or omission to act undertaken (i) in good faith reliance upon the records of the Company, including its financial statements, or upon information, opinions, reports or statements furnished to the Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their duties, or by committees of the Board of Directors, or by any other Person as to matters the Indemnitee reasonably believes are within such other Person’s professional or expert competence, or (ii) on behalf of the Company in furtherance of the interests of the Company in good faith in reliance upon, and in accordance with, the advice of legal counsel or accountants; provided such legal counsel or accountants were selected with reasonable care by or on behalf of the Company. In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent or employee of the Company or an Other Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. Whether or not the foregoing provisions of this Section 9(c6(b) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the IndemnitorsCompany. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion persuasion, by clear and convincing evidence. (c) For purposes of this Agreement, the termination of any Proceeding by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, shall not create a presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed Company (including by its directors, shareholders or any Independent Counsel) to have made a determination as to whether the Indemnitee for purposes has met any particular standard of determining conduct or had any particular belief, nor an actual determination by the right to indemnification under this Deed. Company (eincluding by its directors, shareholders or any Independent Counsel) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on not met such standard of conduct or did not have such belief, prior to the merits commencement of legal proceedings by the Indemnitee to secure a judicial determination that the Indemnitee should be indemnified under applicable law, shall be a defense to the Indemnitee’s claim for indemnification or otherwise in such Proceeding. Anyone seeking to overcome this create a presumption shall that the Indemnitee has not met any particular standard of conduct or did not have the burden of proof and the burden of persuasion by clear and convincing evidenceany particular belief.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume it shall be presumed that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and the Indemnitors shall, to the fullest extent not prohibited by law, Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. In an action to enforce this Agreement, neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by clear and convincing evidencethe Company or by Independent Counsel that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. (b) Indemnitee shall be deemed to have acted in good faith to the extent Indemnitee’s action is based on the records or books of account of the Company or any other Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Company or any other Enterprise in the course of their duties, or on the advice of legal counsel for the Company or any other Enterprise, or for any committee of the Board or the board of directors of any other Enterprise, or on information or records given or reports made to the Company or any other Enterprise, or to any committee of the Board or the board of directors of any other Enterprise, by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or any other Enterprise, or by any committee of the Board or the board of directors of any other Enterprise. (c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and or in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Company, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company or its board of directors or any committee of the board of directors. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the IndemnitorsCompany or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this Deed. (e) The Indemnitors acknowledge Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. (d) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. In Whether or not the event that any Proceeding to which the Indemnitee is a party is resolved foregoing provisions of this Section 12 are satisfied, it shall in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall event be presumed that the Indemnitee has been successful on at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the merits or otherwise in such Proceedingbest interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidence. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests met any other applicable standard of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceconduct. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this Deed, and the Indemnitors shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidence. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (cb) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith if Indemnitee’s action is based on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) or on information supplied to the Indemnitee by the directors or officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) or on the advice of legal counsel for an Indemnitor or a Group Company or the Enterprise, its board of directors or counsel selected by Board, any committee of the board of directors Board or (iv) any director, or on information or records given or reports made to an Indemnitor the Enterprise, its Board, any committee of the Board or a Group Company any director, by an independent certified public accountant, accountant or by an appraiser, investment banker appraiser or other expert selected with reasonable care by the Indemnitor or the Group Company or Enterprise, its board of directors or Board, any committee of the board of directorsBoard or any director. The provisions of this Section 9(c13(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (dc) Neither the knowledgeThe knowledge and/or actions, actions nor or failure to act act, of any other director, officer, trustee, partner, managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidencepresumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise. (d) For purposes of any determination of good faith, the Indemnitee (if a director and in Indemnitee’s capacity as such) shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (de) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(a) of this Agreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidencepresumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her Xxxxxxxxxx’s conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c12(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) [In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity Independent Counsel making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidenceif the Company objects to Indemnitee’s request for indemnification under this Agreement.] (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act honestly, in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceedingor administrative Proceeding that is enforced by a monetary penalty, that the Indemnitee had reasonable cause grounds to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c10(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the Indemnitee’s right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, person or persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(a) of this Agreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by clear and convincing evidenceany person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by Independent Counsel that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, and without creating any presumption as to a lack of good faith if the following circumstances do not exist, Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith if Indemnitee’s action is based on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) or on information supplied to the Indemnitee by the directors or officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) or on the advice of legal counsel for an Indemnitor the Enterprise or a Group Company or its board of directors or counsel selected by any committee of the board of directors or (iv) on information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, accountant or by an appraiser, investment banker appraiser or other expert selected with the reasonable care by the Indemnitor or the Group Company or its board of directors or any committee of the board of directorsEnterprise. The provisions of this Section 9(c13(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this DeedAgreement. Whether or not the foregoing provisions of this Section 9(c13(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceCompany. (d) Neither the knowledgeThe knowledge and/or actions, actions nor or failure to act act, of any other director, officer, trustee, partner, managing member, employee, agent or employee fiduciary of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidence. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her Xxxxxxxxxx’s conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors shall, to the fullest extent not prohibited by law, Company shall have the burden of proof to overcome that presumption by clear and convincing evidence. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Deed) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (d) Determination of Good Faith/Safe Harbor. For purposes of any determination of good faith, the Indemnitee shall be deemed presumed to have acted in good faith to the extent the Indemnitee relied in good faith if Indemnitee’s action is based on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) or on information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) or on the advice of legal counsel for an Indemnitor the Enterprise or a Group Company or its board of directors the Board or counsel selected by any committee of the board of directors Board or (iv) on information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, accountant or by an appraiser, investment banker banker, compensation consultant, or other expert selected with reasonable care by the Indemnitor Company or the Group Company or its board of directors Board or any committee of the board of directorsBoard. The provisions of this Section 9(c12(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deedconduct. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceCompany. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this Deed. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination connection with respect any determination, pursuant to entitlement Section 2(e), concerning Indemnitee’s right to indemnification hereunderIndemnification, the person, persons Person or entity Persons making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification under this DeedAgreement if the Indemnitee has submitted a request for indemnification in accordance with Section 2(d) above, and the Indemnitors shalland, except where any required undertaking under Section 2(b) has not been delivered to the fullest extent not prohibited by lawCompany, anyone seeking to overcome this presumption shall have the burden of proof to overcome that presumption and burden of persuasion, by clear and convincing evidence. (b) The termination Indemnitee shall be deemed to have met the applicable standard of conduct (the “Standard of Conduct”) and to be entitled to indemnification under the NYBCL for any Proceeding action or omission to act undertaken (i) in good faith reliance upon the records of any claimthe Company, issue or matter therein, by judgment, order, settlement or convictionincluding its financial statements, or upon a plea information, opinions, reports or statements furnished to the Indemnitee by the officers or employees of nolo contendere the Company or any of its equivalentsubsidiaries in the course of their duties, or by committees of the Board of Directors, or by any other Person as to matters the Indemnitee reasonably believes are within such other Person’s professional or expert competence, or (ii) on behalf of the Company in furtherance of the interests of the Company in good faith in reliance upon, and in accordance with, the advice of legal counsel or accountants; provided such legal counsel or accountants were selected with reasonable care by or on behalf of the Company. In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent or employee of the Company or an Other Enterprise shall not (except as otherwise expressly provided in this Deed) be imputed to the Indemnitee for purposes of itself adversely affect determining the right of the Indemnitee to indemnification under this Agreement. Whether or create a presumption not the foregoing provisions of this Section 6(b) are satisfied, it shall in any event be presumed that the Indemnitee did not act has at all times acted in good faith and in a manner that he or she Indemnitee reasonably believed to be in or not opposed to the best interests of the Indemnitors or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Company, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company or its board of directors or any committee of the board of directors. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion persuasion, by clear and convincing evidence. No indemnification shall be provided by the Company pursuant to this Agreement if its determined that Indemnitee failed to meet the applicable Standard of Conduct, which such determination shall be made only by (i) a majority vote of Disinterested Directors or (ii) a majority vote of a quorum of holders of the outstanding shares of all classes of the Company’s common stock entitled to vote on the matter, voting as a single class, which quorum shall consist only of stockholders who are not at that time parties to the Proceeding in question. If it is ultimately determined that the Indemnitee has not met the applicable Standard of Conduct, Indemnitee shall promptly reimburse the Corporation for any Expense Advance. (c) For purposes of this Agreement, the termination of any Proceeding by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, shall not create a presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed Company (including by its directors, shareholders or any Independent Counsel) to have made a determination as to whether the Indemnitee for purposes has met any particular Standard of determining Conduct or had any particular belief, nor an actual determination by the right to indemnification under this Deed. Company (eincluding by its directors, shareholders or any Independent Counsel) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on not met such Standard of Conduct or did not have such belief, prior to the merits commencement of legal proceedings by the Indemnitee to secure a judicial determination that the Indemnitee should be indemnified under applicable law, shall be a defense to the Indemnitee’s claim for indemnification or otherwise in such Proceeding. Anyone seeking to overcome this create a presumption shall that the Indemnitee has not met any particular Standard of Conduct or did not have the burden of proof and the burden of persuasion by clear and convincing evidenceany particular belief.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons persons, or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidence. (b) The termination of any Proceeding or of any claim, issue issue, or matter therein, by judgment, order, settlement settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker banker, or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledge, actions actions, nor failure to act of any other director, officer, agent agent, or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, person or persons or entity making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 8(a) of this Agreement, and the Indemnitors shall, to the fullest extent not prohibited by law, Company shall have the burden of proof to overcome that presumption in connection with the making by clear and convincing evidenceany person, persons, or entity of any determination contrary to that presumption. (b) The termination of any Proceeding or of any claim, issue issue, or matter therein, by judgment, order, settlement settlement, or conviction, or upon a plea of nolo contendere NOLO- CONTENDERE or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) Indemnitee's conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in and beneficiaries of the plan shall be deemed to be conduct that Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. (d) For purposes of any determination of good faithhereunder, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Company, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company or its board of directors or any committee of the board of directors. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the IndemnitorsCompany, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action was based on (i) the records or books of account of the Company or another enterprise, including financial statements, (ii) information supplied to him by the officers of the Company or another enterprise in the course of their duties, (iii) the advice of legal counsel for the Company or another enterprise in the course of their duties, (iv) information or records given or reports made to the Company or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another enterprise. Anyone seeking to overcome The term "another enterprise" as used in this presumption Section 10 shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act of mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as an officer, director, officerpartner, agent trustee, employee or employee agent. The provisions of this Section 10(d) shall not be deemed to limit in any way the Enterprise shall be imputed to the other circumstances in which Indemnitee for purposes of determining the right to indemnification under this Deed. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party deemed to avoid expensehave met the applicable standard of conduct set forth in Section 2 or 3, delay, distraction, disruption and uncertainty. In as the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidencecase may be.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidencepresumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. Notwithstanding the foregoing, the Indemnitee is not entitled to rely on such information, opinions, reports, books of account or statements if the Indemnitee has knowledge concerning the matter in question that would cause reliance thereon to be unwarranted. The provisions of this Section 9(c11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge If the person, persons or entity empowered or selected under Section 10 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within 60 days after receipt by the Company of the request therefor in accordance with this Agreement, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that a settlement or other disposition short of final judgment such 60-day period may be successful extended for a reasonable time, not to exceed an additional 30 days, if it permits a party the person, persons or entity making the determination with respect to avoid expenseentitlement to indemnification in good faith requires such additional time for obtaining or evaluating documentation or information relating thereto; and provided, delayfurther, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee foregoing provisions of this section shall not apply (i) if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 10(b) of this Agreement and if (A) within 15 days after receipt by the Company of the request for such determination the Board has been successful on resolved to submit such determination to the merits stockholders for their consideration at an annual meeting to be held within 75 days after such receipt and such determination is made thereat, or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden (B) a special meeting of proof and the burden of persuasion by clear and convincing evidence.stockholders -8- 

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this Deed, and the Indemnitors shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidence. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (cb) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any ​ committee of the board of directors. The provisions of this Section 9(c11(b) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (dc) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (d) Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board of Directors shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (e) The Indemnitors acknowledge Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunderExcept as otherwise provided in Section 2(o), the personCompany acknowledges that a settlement or other disposition short of final judgment may be successful on the merits or otherwise for purposes of Section 6 if it permits a party to avoid expense, persons or entity making such determination shalldelay, distraction, disruption and uncertainty. In the event that any Proceeding to the fullest extent not prohibited by law, presume that the which Indemnitee is entitled to indemnification under this Deeda party is resolved in any manner other than by adverse judgment against Indemnitee (including, and without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration), it shall be presumed that Indemnitee has been successful on the Indemnitors shall, to the fullest extent not prohibited by law, merits or otherwise for purposes of Section 6. The Company shall have the burden of proof to overcome that presumption by clear and convincing evidencethis presumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Deed) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith if Indemnitee’s action is based on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) or on information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) or on the advice of legal counsel for an Indemnitor the Enterprise or a Group the Board of the Company or its board of directors the Bank, as applicable, or counsel selected by any committee of the board Board of directors the Company or (iv) the Bank, as applicable, or on information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, accountant or by an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor Company, the Bank or the Group Company or its board of directors Board or any committee of the board Board of directorsthe Company or the Bank, as applicable. The provisions of this Section 9(c13(b) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (dc) Neither the knowledgeThe knowledge and/or actions, actions nor or failure to act act, of any other director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement whether the Indemnitee is entitled to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, Company shall presume that the Indemnitee is entitled to indemnification under this DeedAgreement if the Indemnitee has submitted an Indemnification Request in accordance with Section 8(a) hereof, and the Indemnitors shall, anyone seeking to the fullest extent not prohibited by law, overcome this presumption shall have the burden of proof to overcome that presumption and the burden of persuasion, by clear and convincing evidence. (b) The Subject to the terms of Section 15.3 hereof, the termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that he or she which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Indemnitors orCompany and, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to if the extent the Indemnitee relied in good faith on Indemnitee’s action was based on: (i) the records or books of account of an Indemnitor or a Group the Company, including financial statements, ; (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group the Company in the course of their duties, ; (iii) the advice of legal or financial counsel for an Indemnitor or a Group the Company or its board the Board of directors Directors (or counsel selected by any committee of the board of directors or thereof); or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, accountant or by an appraiser, investment banker appraiser or other expert selected with reasonable care by the Indemnitor Company or the Group Company or its board Board of directors Directors (or any committee of the board of directorsthereof). The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this DeedAgreement. Whether In addition, the knowledge and/or actions, or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act act, of any other director, trustee, partner, managing member, fiduciary, officer, agent or employee of the Enterprise Company shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination determination, with respect to entitlement to indemnification hereunder, the person, persons Person or entity Persons making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 4 of this Agreement, and the Indemnitors shall, to the fullest extent not prohibited by law, have Company shall bear the burden of proof to overcome rebut that presumption in connection with the making by clear and convincing evidenceany Person or Persons of any determination contrary to that presumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, therein by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company and its stockholders or, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) Indemnitee’s conduct with respect to an employee benefit plan for a purpose he or she reasonably believed to be in the interests of the participants in and beneficiaries of the plan shall be deemed to be conduct that Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and its stockholders. (d) For purposes of any determination of good faithhereunder, the Indemnitee shall be deemed to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the extent best interests of the Indemnitee relied in good faith Company and its stockholders or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his or her conduct was unlawful, if his or her action was based on (i) the records or books of account of an Indemnitor the Company or a Group Companyanother Person, including financial statements, (ii) information supplied to the Indemnitee him or her by the officers of an Indemnitor the Company or a Group Company another Person in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group the Company or its board of directors or counsel selected by any committee of the board of directors another Person, or (iv) information or records given or reports made to an Indemnitor the Company or a Group Company another Person by an independent certified public accountant, accountant or by an appraiser, investment banker appraiser or other expert selected with reasonable care by the Indemnitor or the Group Company or its board of directors another Person. The term “Person” as used in this Agreement shall mean any other individual or corporation or any committee of the board of directors. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfiedpartnership, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledgejoint venture, actions nor failure to act of any other directortrust, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this Deed. (e) The Indemnitors acknowledge that a settlement benefit plan or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim entity or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceenterprise.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, 13.1 The Company shall presume that the Indemnitee is entitled to indemnification under this Deed, and the Indemnitors shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidenceAgreement. (b) 13.2 The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee Xxxxxxxxxx had reasonable cause to believe that his or her conduct was unlawful. (c) 13.3 For purposes of any determination of good faith, the Indemnitee Xxxxxxxxxx shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith if Indemnitee’s action is based on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) or on information supplied to the Indemnitee by the directors, managers, managing members, or officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) or on the advice of legal counsel for an Indemnitor or a Group Company or the Enterprise, its board of directors or counsel selected by Board, any committee of the board of directors Board or (iv) any director, trustee, general partner, manager, or managing member or on information or records given or reports made to an Indemnitor the Enterprise, its Board, any committee of the Board or a Group Company any director, trustee, general partner, manager or managing member by an independent certified public accountant, accountant or by an appraiser, investment banker appraiser or other expert selected with reasonable care by the Indemnitor or the Group Company or Enterprise, its board of directors or Board, any committee of the board of directorsBoard or any director, trustee, general partner, manager or managing member. The provisions of this Section 9(c) 13.4 shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledge13.4 The knowledge and/or actions, actions nor or failure to act act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidence. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge If the person, persons or entity empowered or selected to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that a settlement or other disposition short of final judgment such thirty (60) day period may be successful extended for a reasonable time, not to exceed an additional thirty (30) days, if it permits a party the person, persons or entity making such determination with respect to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding entitlement to which the Indemnitee is a party is resolved indemnification in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of good faith requires such action, claim additional time to obtain or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceevaluate documentation and/or information relating thereto.

Presumptions and Effect of Certain Proceedings. (a) In To the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume it shall be presumed that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Indemnitors shall, to the fullest extent not prohibited by law, Company shall have the burden of proof and the burden of persuasion by clear and convincing evidence to overcome that presumption in connection with the making of any determination contrary to that presumption. [Include in Director Agreement][Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by clear and convincing evidencethe Company or by Independent Counsel that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.] (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith if Xxxxxxxxxx’s actions were based on (i) the records or books of account of an Indemnitor the Company or a Group Companyany other Enterprise, including financial statements, (ii) or on information supplied to the Indemnitee by the officers directors, officers, agents or employees of an Indemnitor the Company or a Group Company any other Enterprise in the course of their duties, (iii) or on the advice of legal counsel for an Indemnitor or a Group the Company or its board of directors any other Enterprise or counsel selected by any committee of the board of directors or (iv) on information or records given or reports made to an Indemnitor the Company or a Group Company any other Enterprise by an independent certified public accountant, accountant or by an appraiser, investment banker appraiser or other expert selected with reasonable care by the Indemnitor or the Group Company or its board of directors or any committee of the board of directorsother Enterprise. The provisions of this Section 9(c11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this DeedAgreement. In addition, the knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 9(c11(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the IndemnitorsCompany. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this Deed. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by clear and convincing evidencesuch person, persons or entity of any determination contrary to that presumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement whether the Indemnitee is entitled to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, Company shall presume that the Indemnitee is entitled to indemnification under this DeedAgreement if the Indemnitee has submitted a request for indemnification in accordance with Section 8 hereof, and the Indemnitors shall, anyone seeking to the fullest extent not prohibited by law, overcome this presumption shall have the burden of proof to overcome that presumption and the burden of persuasion, by clear and convincing evidence. (b) The Subject to the terms of Section 15.4 hereof, the termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that he or she which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Indemnitors orCompany and, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to faith, if the extent the Indemnitee relied in good faith on Indemnitee’s action is based on: (i) the records or books of account of an Indemnitor or a Group the Company, including financial statements, ; (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group the Company in the course of their duties, ; (iii) the advice of legal or financial counsel for an Indemnitor or a Group the Company or its board the Board of directors Directors (or counsel selected by any committee of the board of directors or thereof); or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, accountant or by an appraiser, investment banker appraiser or other expert selected with reasonable care by the Indemnitor Company or the Group Company or its board Board of directors Directors (or any committee of the board of directorsthereof). The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this DeedAgreement. Whether In addition, the knowledge and/or actions, or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act act, of any other director, trustee, partner, managing member, fiduciary, officer, agent or employee of the Enterprise Company shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) A. In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidencepresumption. (b) B. The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee Xxxxxxxxxx had reasonable cause to believe that his or her conduct was unlawful. (c) C. For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c) 11C shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not Agreement. D. Any disinterested failure to satisfy Section 365 of the foregoing provisions DGCL shall not, for the purposes of this Agreement or Section 9(c) are satisfied145 of the DGCL, it shall in any event be presumed that the Indemnitee has at all times acted constitute an act or omission not in good faith and in faith, or a manner he reasonably believed to be in or not opposed to the best interests breach of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden duty of proof and the burden of persuasion by clear and convincing evidenceloyalty. (d) Neither X. Xxxxxxx the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement whether the Indemnitee is entitled to indemnification hereunder, the person, persons or entity Reviewing Party making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee is entitled to indemnification under this DeedAgreement if the Indemnitee has submitted a request for indemnification in accordance with Section 8(a) hereof, and the Indemnitors shall, anyone seeking to the fullest extent not prohibited by law, overcome this presumption shall have the burden of proof to overcome that presumption and the burden of persuasion, by clear and convincing evidence. (b) The Subject to the terms of Section 14.4 hereof, the termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests interest of the Indemnitors orCompany and, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to faith, if the extent the Indemnitee relied in good faith Indemnitee’s action is based on (i) the records or books of account of an Indemnitor or a Group the Company, including financial statements, (ii) information supplied to the Indemnitee by the officers employees of an Indemnitor or a Group the Company in the course of their duties, (iii) the advice of legal or financial counsel for an Indemnitor or a Group the Company or its board the Board of directors Directors (or counsel selected by any committee of the board of directors thereof) or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, accountant or by an appraiser, investment banker appraiser or other expert selected with reasonable care by the Indemnitor Company or the Group Company or its board Board of directors Directors (or any committee of the board of directorsthereof). The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this DeedAgreement. Whether In addition, the knowledge and/or actions, or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act act, of any other director, officer, trustee, partner, managing member, fiduciary, officer, agent or any other employee of the Enterprise Company shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidencepresumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee Xxxxxxxxxx shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (ai) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement if the Indemnitee has submitted a request for indemnification in accordance with Section 4(b) of this Agreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidencepresumption. (bii) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (ciii) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (iA) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including including, without limitation, financial statements, (iiB) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iiiC) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (ivD) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c4(c)(iii) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (div) Neither None of the knowledge, actions nor or failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidencepresumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. Notwithstanding the foregoing, the Indemnitee is not entitled to rely on such information, opinions, reports, books of account or statements if the Indemnitee has knowledge concerning the matter in question that would cause reliance thereon to be unwarranted. The provisions of this Section 9(c11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge If the person, persons or entity empowered or selected under Section 10 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within 60 days after receipt by the Company of the request therefor in accordance with this Agreement, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that a settlement or other disposition short of final judgment such 60-day period may be successful extended for a reasonable time, not to exceed an additional 30 days, if it permits the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for obtaining or evaluating documentation or information relating thereto; and provided, further, that the foregoing provisions of this section shall not apply (i) if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 10(b) of this Agreement and if (A) within 15 days after receipt by the Company of the request for such determination the Board has resolved to submit such determination to the stockholders for their consideration at an annual meeting to be held within 75 days after such receipt and such determination is made thereat, or (B) a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee special meeting of stockholders is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement called within 15 days after receipt of such actiona request for the purpose of making such determination, claim such meeting is held for such purpose within 60 days after having been so called and such determination is made thereat, or proceeding with or without payment (ii) if the determination of money or other considerationentitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(b) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome of this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 4 of this Agreement, and the Indemnitors shall, to the fullest extent not prohibited by law, have Company shall bear the burden of proof to overcome rebut that presumption in connection with the making by clear and convincing evidenceany person, persons or entity of any determination contrary to that presumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, therein by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) Indemnitee's conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in and beneficiaries of the plan shall be deemed to be conduct that Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. (d) For purposes of any determination of good faithhereunder, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Company, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company or its board of directors or any committee of the board of directors. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the IndemnitorsCompany, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action was based on (i) the records or books of account of the Company or another Person, including financial statements, (ii) information supplied to him by the officers of the Company or another Person in the course of their duties, (iii) the advice of legal counsel for the Company or another Person, or (iv) information or records given or reports made to the Company or another Person by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another Person. Anyone seeking to overcome The term "another Person" as used in this presumption Agreement shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act of mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as an officer, director, officerpartner, agent trustee, employee or employee agent. The provisions of this Section 6(d) shall not be deemed to limit in any way the Enterprise shall be imputed to the other circumstances in which Indemnitee for purposes of determining the right to indemnification under this Deed. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party deemed to avoid expense, delay, distraction, disruption and uncertainty. In have met the event that any Proceeding to which the Indemnitee is a party is resolved applicable standard of conduct set forth in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceSection 1.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement whether the Indemnitee is entitled to indemnification hereunder, the person, persons or entity Reviewing Party making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee is entitled to indemnification under this DeedAgreement if the Indemnitee has submitted a request for indemnification in accordance with Section 8(a) hereof, and the Indemnitors shall, anyone seeking to the fullest extent not prohibited by law, overcome this presumption shall have the burden of proof to overcome that presumption and the burden of persuasion, by clear and convincing evidence. (b) The Subject to the terms of Section 14.4 hereof, the termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests interest of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to faith, if the extent the Indemnitee relied in good faith Indemnitee's action is based on (i) the records or books of account of an Indemnitor or a Group the Company, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group the Company in the course of their duties, (iii) the advice of legal or financial counsel for an Indemnitor or a Group the Company or its board the Board of directors Directors (or counsel selected by any committee of the board of directors thereof) or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, accountant or by an appraiser, investment banker appraiser or other expert selected with reasonable care by the Indemnitor Company or the Group Company or its board Board of directors Directors (or any committee of the board of directorsthereof). The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this DeedAgreement. Whether In addition, the knowledge and/or actions, or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act act, of any other director, trustee, partner, managing member, fiduciary, officer, agent or employee of the Enterprise Company shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this Deed, and the Indemnitors shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidence. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (cb) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statementsstatements (except that this shall not apply to the extent that the Indemnitee participated in the creation of such financial statements or otherwise certified their completeness and/or veracity), (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c11(b) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (dc) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement whether the Indemnitee is entitled to indemnification of Expenses hereunder, the person, persons or entity Reviewing Party making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee is entitled to such indemnification under this DeedAgreement if the Indemnitee has submitted a request for such indemnification in accordance with Section 8(a) of this Agreement, and the Indemnitors shall, anyone seeking to the fullest extent not prohibited by law, overcome this presumption shall have the burden of proof to overcome that presumption by clear and convincing a preponderance of the evidence. (b) The Subject to the terms of Section 14 below, the termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification of Expenses or create a presumption that the Indemnitee did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests interest of the Indemnitors or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawfulCompany. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to if the extent the Indemnitee relied in good faith Indemnitee's action is based on (i) the records or books of account of an Indemnitor or a Group the Company, including financial statementsstatement, (ii) or on information supplied to the Indemnitee by any of the [other] officers of an Indemnitor or a Group the Company in the course of their duties, (iii) or on the advice of legal or financial counsel for an Indemnitor or a Group the Company or its board of directors the Board (or counsel selected by any committee of the board of directors thereof) or (iv) on information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, accountant or by an appraiser, investment banker appraiser or other expert selected with reasonable care by the Indemnitor Company or the Group Company or its board of directors Board (or any committee of the board of directorsthereof). The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this DeedAgreement. In addition, the knowledge and/or actions, or failure to act, of any other director, trustee, partner, managing member, fiduciary, officer, agent or employee of the Company shall not be imputed to the Indemnitee for purposes of determining the right to indemnification of Expenses under this Agreement. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the IndemnitorsCompany. Anyone seeking to overcome this presumption shall have the burden of proof and by a preponderance of the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this Deed. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination connection with respect any determination, pursuant to entitlement Section 2(e), concerning the Indemnitee’s right to indemnification hereunderindemnification, the person, persons Person or entity Persons making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification under this DeedAgreement if the Indemnitee has submitted a request for indemnification in accordance with Section 2(d) above, and the Indemnitors shalland, except where any required undertaking under Section 2(b) has not been delivered to the fullest extent not prohibited by lawCompany, anyone seeking to overcome this presumption shall have the burden of proof to overcome that presumption and burden of persuasion, by clear and convincing evidence. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Deed) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Company, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company or its board of directors or any committee of the board of directors. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth and to be entitled to indemnification under the PBCL for any action or omission to act undertaken (i) in good faith reliance upon the records of the Company, including its financial statements, or upon information, opinions, reports or statements furnished to the Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their duties, or by committees of the Board of Directors, or by any other Person as to matters the Indemnitee reasonably believes are within such other Person’s professional or expert competence, or (ii) on behalf of the Company in furtherance of the interests of the Company in good faith in reliance upon, and in accordance with, the advice of legal counsel or accountants; provided such legal counsel or accountants were selected with reasonable care by or on behalf of the Company. In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent or employee of the Company or an Other Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification or advancement of Expenses under this DeedAgreement. Whether or not the foregoing provisions of this Section 9(c6(b) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the IndemnitorsCompany. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion persuasion, by clear and convincing evidence. (dc) Neither For purposes of this Agreement, the knowledge, actions nor failure to act termination of any other directorProceeding by judgment, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this Deed. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitationorder, settlement of such action, claim or proceeding (whether with or without payment court approval) or conviction, or upon a plea of money nolo contendere or other consideration) it its equivalent, shall be presumed not, of itself, create a presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion determined that indemnification is not permitted by clear and convincing evidenceapplicable law.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this Deed, and the Indemnitors shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidence. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (cb) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c2.10(b) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (dc) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by clear and convincing evidencesuch person, persons or entity of any determination contrary to that presumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Deed) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, person or persons or entity making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 7(a) of this Agreement, and the Indemnitors shall, to the fullest extent not prohibited by law, Company shall have the burden of proof to overcome that presumption in connection with the making by clear and convincing evidenceany person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by its directors, Independent Legal Counsel or its stockholders) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors, Independent Legal Counsel or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that he or she which Indemnitee reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith if Indemnitee’s action is based on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) or on information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) or on the advice of legal counsel for an Indemnitor the Enterprise or a Group Company or its board of directors or counsel selected by any committee of the board of directors or (iv) on information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, accountant or by an appraiser, investment banker appraiser or other expert selected with reasonable care by the Indemnitor or the Group Company or its board of directors or any committee of the board of directorsEnterprise. The provisions of in this Section 9(c8(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledgeThe knowledge and/or actions, actions nor or failure to act act, of any other director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding Proceeding with or without payment of money or other consideration) ), it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceproof.

Presumptions and Effect of Certain Proceedings. (a) In To the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume it shall be presumed that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Indemnitors shall, to the fullest extent not prohibited by law, Company shall have the burden of proof by clear and convincing evidence to overcome that presumption by clear and convincing evidencein connection with the making of any determination contrary to that presumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in ACTIVE/104667594.2 good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith if Indemnitee’s actions based on (i) reliance on the records or books of account of an Indemnitor the Company or a Group Companyany other Enterprise, including financial statements, (ii) or on information supplied to the Indemnitee by the officers directors, officers, agents or employees of an Indemnitor the Company or a Group Company any other Enterprise in the course of their duties, (iii) or on the advice of legal counsel for an Indemnitor or a Group the Company or its board of directors any other Enterprise or counsel selected by any committee of the board of directors or (iv) on information or records given or reports made to an Indemnitor the Company or a Group Company any other Enterprise by an independent certified public accountant, accountant or by an appraiser, investment banker appraiser or other expert selected with reasonable care by the Indemnitor or the Group Company or its board of directors or any committee of the board of directorsother Enterprise. The provisions of this Section 9(c11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this DeedAgreement. In addition, the knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company or any other Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 9(c11(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the IndemnitorsCompany. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this Deed. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination connection with respect any determination, pursuant to entitlement Section 2(e), concerning the Indemnitee’s right to indemnification hereunderindemnification, the person, persons Person or entity Persons making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification under this DeedAgreement if the Indemnitee has submitted a request for indemnification in accordance with Section 2(d) above, and the Indemnitors shalland, except where any required undertaking under Section 2(b) has not been delivered to the fullest extent not prohibited by lawCompany, anyone seeking to overcome this presumption shall have the burden of proof to overcome that presumption and burden of persuasion, by clear and convincing evidence. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Deed) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Company, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company or its board of directors or any committee of the board of directors. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth and to be entitled to indemnification under the DGCL for any action or omission to act undertaken (i) in good faith reliance upon the records of the Company, including its financial statements, or upon information, opinions, reports or statements furnished to the Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their duties, or by committees of the Board of Directors, or by any other Person as to matters the Indemnitee reasonably believes are within such other Person’s professional or expert competence, or (ii) on behalf of the Company in furtherance of the interests of the Company in good faith in reliance upon, and in accordance with, the advice of legal counsel or accountants; provided such legal counsel or accountants were selected with reasonable care by or on behalf of the Company. In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent or employee of the Company or an Other Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification or advancement of Expenses under this DeedAgreement. Whether or not the foregoing provisions of this Section 9(c6(b) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the IndemnitorsCompany. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion persuasion, by clear and convincing evidence. (dc) Neither For purposes of this Agreement, the knowledge, actions nor failure to act termination of any other directorProceeding by judgment, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this Deed. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitationorder, settlement of such action, claim or proceeding (whether with or without payment court approval) or conviction, or upon a plea of money nolo contendere or other consideration) it its equivalent, shall be presumed not, of itself, create a presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion determined that indemnification is not permitted by clear and convincing evidenceapplicable law.

Presumptions and Effect of Certain Proceedings. (a) In making a determination connection with respect any Determination, pursuant to entitlement Section 2(e), concerning the Indemnitee’s right to indemnification hereunderindemnification, the person, persons Person or entity Persons making such determination shall, to the fullest extent not prohibited by law, Determination shall presume that the Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification under this DeedAgreement if the Indemnitee has submitted a request for indemnification in accordance with Section 2(d) above, and the Indemnitors shalland, except where any required undertaking under Section 2(b) has not been delivered to the fullest extent not prohibited by lawCompany, anyone seeking to overcome this presumption shall have the burden of proof to overcome that presumption and burden of persuasion, by clear and convincing evidence. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Deed) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Company, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company or its board of directors or any committee of the board of directors. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth and to be entitled to indemnification under the PBCL for any action or omission to act undertaken (i) in good faith reliance upon the records of the Company, including its financial statements, or upon information, opinions, reports or statements furnished to the Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their duties, or by committees of the Board of Directors, or by any other Person as to matters the Indemnitee reasonably believes are within such other Person’s professional or expert competence, or (ii) on behalf of the Company in furtherance of the interests of the Company in good faith in reliance upon, and in accordance with, the advice of legal counsel or accountants; provided such legal counsel or accountants were selected with reasonable care by or on behalf of the Company. In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent or employee of the Company or an Other Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification or advancement of Expenses under this DeedAgreement. Whether or not the foregoing provisions of this Section 9(c6(b) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the IndemnitorsCompany. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion persuasion, by clear and convincing evidence. (dc) Neither For purposes of this Agreement, the knowledge, actions nor failure to act termination of any other directorProceeding by judgment, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this Deed. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitationorder, settlement of such action, claim or proceeding (whether with or without payment court approval) or conviction, or upon a plea of money nolo contendere or other consideration) it its equivalent, shall be presumed not, of itself, create a presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion determined that indemnification is not permitted by clear and convincing evidenceapplicable law.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons disinterested directors or entity committee thereof making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and the Indemnitors shall, to the fullest extent not prohibited by law, Company shall have the burden of proof to overcome that presumption in connection with the making by clear and convincing evidencethe disinterested directors or committee of any determination contrary to that presumption. Neither the failure of the Company or of the disinterested directors or committee to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company or by the disinterested directors or committee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith if Indemnitee’s action is based on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) or on information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) or on the advice of legal counsel for an Indemnitor the Enterprise or a Group Company or its board of directors the Board or counsel selected by any committee of the board of directors Board or (iv) on information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, accountant or by an appraiser, investment banker or other expert selected with the reasonable care by the Indemnitor Company or the Group Company or its board of directors Board or any committee of the board of directorsBoard. The provisions of this Section 9(c12(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledgeThe knowledge and/or actions, actions nor or failure to act act, of any other director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by clear and convincing evidencesuch person, persons or entity of any determination contrary to that presumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the that Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, ; (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, ; (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors directors; or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a ---------------------------------------------- determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 4 of this Agreement, and the Indemnitors shall, to the fullest extent not prohibited by law, have Company shall bear the burden of proof to overcome rebut that presumption in connection with the making by clear and convincing evidenceany person, persons or entity of any determination contrary to that presumption. (b) The termination of any Proceeding action, suit, arbitration, alternative dispute resolution mechanism, investigation, administrative hearing or other proceeding whether civil, criminal, administrative or investigative or of any claim, issue or matter therein, therein by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not ---- ---------- (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) Indemnitee's conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in and beneficiaries of the plan shall be deemed to be conduct that Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. (d) For purposes of any determination of good faithhereunder, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Company, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company or its board of directors or any committee of the board of directors. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the IndemnitorsCompany, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action was based on (i) the records or books of account of the Company or another enterprise, including financial statements, (ii) information supplied to him by the officers of the Company or another enterprise in the course of their duties, (iii) the advice of legal counsel for the Company or another enterprise, or (iv) information or records given or reports made to the Company or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another enterprise. Anyone seeking to overcome The term "another enterprise" as used in this presumption Section 6 shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act of mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as an officer, director, officerpartner, agent trustee, employee or employee agent. The provisions of this Section 6(d) shall not be deemed to limit in any way the Enterprise shall be imputed to the other circumstances in which Indemnitee for purposes of determining the right to indemnification under this Deed. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party deemed to avoid expense, delay, distraction, disruption and uncertainty. In have met the event that any Proceeding to which the Indemnitee is a party is resolved applicable standard of conduct set forth in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceSection 1.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons persons, or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 8(a) of this Agreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by clear and convincing evidence. (b) The termination any person, persons, or entity of any Proceeding determination contrary to that presumption. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any claimaction pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, issue nor an actual determination by the Company (including by its directors or matter therein, by judgment, order, settlement or conviction, or upon a plea Independent Counsel) that Indemnitee has not met such applicable standard of nolo contendere or its equivalentconduct, shall not (except as otherwise expressly provided in this Deed) of itself adversely affect be a defense to the right of the Indemnitee to indemnification action or create a presumption that Indemnitee has not met the Indemnitee did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests applicable standard of the Indemnitors or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawfulconduct. (cb) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith if Indemnitee’s action is based on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) or on information supplied to the Indemnitee by the directors or officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) or on the advice of legal counsel for an Indemnitor the Enterprise or a Group Company or its board of directors or counsel selected by any committee of the board of directors or (iv) on information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, accountant or by an appraiser, investment banker appraiser or other expert selected with the reasonable care by the Indemnitor or the Group Company or its board of directors or any committee of the board of directorsEnterprise. The provisions of this Section 9(c10(b) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether Agreement. (c) The termination of any Proceeding or of any claim, issue, or matter therein, by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the foregoing provisions right of this Section 9(c) are satisfied, it shall in any event be presumed Indemnitee to indemnification or create a presumption that the Indemnitee has at all times acted did not act in good faith and in a manner which [he or she] reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking Company or, with respect to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceany criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful. (d) Neither the knowledgeThe knowledge and/or actions, actions nor or failure to act act, of any other director, officer, agent trustee, partner, managing member, fiduciary, agent, or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. In making a connection with the determination with respect to the Indemnitee’s entitlement to indemnification hereunder, the hereunder by any person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that including a court: (a) the Indemnitee is shall be presumed to be entitled to indemnification under this Deed, hereunder and the Indemnitors shall, Company or any person making a determination pursuant to the fullest extent not prohibited by law, Section 9 shall have the burden of proof in making any determination contrary to overcome that presumption by clear and convincing evidence.such presumption; (b) The termination of any Proceeding described in Sections 4 or of any claim, issue or matter therein, 5 by judgment, order, settlement settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Deed) not, of itself adversely affect the right of the Indemnitee to indemnification or (i) create a presumption that the Indemnitee did not act in good faith and in a manner that he or she the Indemnitee reasonably believed to be in or not opposed to the best interests of the Indemnitors orCompany, or with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful.unlawful or (ii) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein; (c) For purposes of any determination of good faith, the Indemnitee shall will be deemed to have acted in good faith to if the extent the Indemnitee relied in good faith Indemnitee’s action or inaction is based on (i) the records or books of account of an Indemnitor the Company or a Group Companyapplicable entity, including financial statements, (ii) or on information supplied to the Indemnitee by the officers of an Indemnitor officers, employees, or a Group Company in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company or its board of directors or counsel selected by any committee committees of the board of directors of the Company or (iv) applicable entity, or on information or records given or in reports made to an Indemnitor the Company or a Group Company applicable entity by an independent certified public accountant, accountant or by an appraiser, investment banker appraiser or other expert or advisor selected with reasonable care by the Indemnitor or the Group Company or its board applicable entity; and (d) the knowledge and/or actions, or failure to act, of directors any director, officer, employee or agent of the Company or any committee of applicable entity (other than the board of directorsIndemnitee) will not be imputed to the Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights hereunder. The provisions of this Section 9(c) 10 shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this DeedAgreement. Whether Notwithstanding the foregoing, if the person or not persons so empowered to make such determination shall have failed to make the foregoing provisions requested determination with respect to indemnification within 30 calendar days after receipt by the Company of this Section 9(c) are satisfiedsuch request, it a requisite determination of entitlement to indemnification shall in any event be presumed that deemed to have been made and the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed absolutely and unconditionally be entitled to such indemnification, absent actual fraud in the Indemnitee request for purposes of determining the right to indemnification under this Deedindemnification. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, person or persons or entity making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and the Indemnitors shall, to the fullest extent not prohibited by law, Company shall have the burden of proof to overcome that presumption by clear and convincing evidencein connection with the making of any determination contrary to that presumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall or an entry of an order of probation prior to judgment, does not (except as otherwise expressly provided in this Deed) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to meet the best interests requisite standard of the Indemnitors or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawfuldescribed herein for indemnification. (c) For purposes of any determination of good faiththe Indemnitee’s entitlement to indemnification under this Agreement or otherwise, the act or omission of the Indemnitee shall not (i) be deemed to have acted in good resulted from the Indemnitee’s bad faith or active and deliberate dishonesty, or (ii) with respect to a criminal Proceeding, to have had reasonable cause to believe his conduct was unlawful, if the extent the Indemnitee relied in good faith Indemnitee’s action is based on (i) the records or books of account of an Indemnitor the Company or a Group Companyanother enterprise, including financial statements, (ii) or on information supplied to the Indemnitee by the officers of an Indemnitor the Company or a Group Company another enterprise in the course of their duties, (iii) or on the advice of legal or financial counsel for an Indemnitor the Company or a Group Company the Board (or any committee thereof) or for another enterprise or its board of directors (or counsel selected by any committee of the board of directors thereof), or (iv) on information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, accountant or by an appraiser, investment banker appraiser or other expert selected with reasonable care by the Indemnitor Company or the Group Company Board (or any committee thereof) or by another enterprise or its board of directors (or any committee thereof). For purposes of this Section 11(c), the term “another enterprise” means any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise of which the Indemnitee is or was serving at the request of the board of directorsCompany as a director, advisory director, officer, employee or agent. The provisions of this Section 9(c11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this DeedAgreement. In addition, the knowledge and/or actions, or failure to act, of any other director, trustee, partner, managing member, fiduciary, officer, agent or employee of the Company shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 9(c11(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in alleged act(s) or not opposed to the best interests omission(s) of the IndemnitorsIndemnitee did not result from the Indemnitee’s bad faith or active and deliberate dishonesty, and, with respect to a criminal Proceeding, that he also had no reasonable cause to believe his conduct was unlawful. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion persuasion, by clear and convincing evidence. (d) Neither For purposes of this Agreement, references to “serving at the knowledgerequest of the Company” shall include, actions nor failure to act of but shall not be limited to, any other service as a director, advisory director, officer, employee or agent or employee of the Enterprise shall be imputed to Company which imposes duties on, or involves services by, the Indemnitee for purposes of determining the right with respect to indemnification under this Deedan employee benefit plan, its participants or its beneficiaries. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement whether the Indemnitee is entitled to indemnification hereunder, the person, persons or entity Reviewing Party making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee is entitled to indemnification under this DeedAgreement if the Indemnitee has submitted a request for indemnification in accordance with Section 9(a) hereof, and the Indemnitors shall, anyone seeking to the fullest extent not prohibited by law, overcome this presumption shall have the burden of proof to overcome that presumption and the burden of persuasion, by clear and convincing evidence. (b) The Subject to the terms of Section 15.4 hereof, the termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests interest of the Indemnitors orCompany and, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to faith, if the extent the Indemnitee relied in good faith Indemnitee's action is based on (i) the records or books of account of an Indemnitor or a Group the Company, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group the Company in the course of their duties, (iii) the advice of legal or financial counsel for an Indemnitor or a Group the Company or its board the Board of directors Directors (or counsel selected by any committee of the board of directors thereof) or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, accountant or by an appraiser, investment banker appraiser or other expert selected with reasonable care by the Indemnitor Company or the Group Company or its board Board of directors Directors (or any committee of the board of directorsthereof). The provisions of this Section 9(c10(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this DeedAgreement. Whether In addition, the knowledge and/or actions, or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act act, of any other director, trustee, partner, managing member, fiduciary, officer, agent or employee of the Enterprise Company shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a any determination with respect to entitlement to indemnification hereunder, the person, person or persons or entity making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and the Indemnitors shall, to the fullest extent not prohibited by law, Company shall have the burden of proof to overcome overcoming that presumption by clear and convincing evidencein connection with the making of any determination contrary to that presumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall or entry of an order of probation prior to judgment, does not (except as otherwise expressly provided in this Deed) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to meet the best interests requisite standard of the Indemnitors or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawfuldescribed herein for indemnification. (c) The knowledge and/or actions, or failure to act, of any other trustee, officer, employee or agent of the Company or any other director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise shall not be imputed to Indemnitee for purposes of determining any other right to indemnification under this Agreement. (d) For purposes of any determination of good as to whether or not Indemnitee acted in bad faith, the Indemnitee shall be deemed to have not acted in good bad faith to if Indemnitee’s action is based on any information, opinion, report or statement, including any financial statement or other financial data of the extent the Indemnitee relied in good faith on Company (or other applicable entity) prepared or presented by: (i) an officer or employee of the records Company (or books of account of an Indemnitor or a Group Company, including financial statementsother applicable entity) whom Indemnitee reasonably believes to be reliable and competent in the matters presented, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company in the course of their dutieslawyer, (iii) the advice of legal counsel for an Indemnitor or a Group Company or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, an appraiser, investment banker or other person, as to a matter which Indemnitee reasonably believes to be within the person’s professional or expert selected with reasonable care by the Indemnitor competence or the Group Company or its board of directors or any (iii) a committee of the board Board of directorsTrustees on which Indemnitee does not serve, as to a matter with its designated authority, if Indemnitee reasonably believes the committee to merit confidence; provided, in each case, Indemnitee has no knowledge concerning the matter in question which would cause such reliance to be unwarranted. The provisions of this Section 9(c11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable requisite standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidencedescribed herein for indemnification. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this Deed. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination determination, with respect to entitlement to indemnification hereunder, the person, persons Person or entity Persons making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 4 of this Agreement, and the Indemnitors shall, to the fullest extent not prohibited by law, have Company shall bear the burden of proof to overcome rebut that presumption in connection with the making by clear and convincing evidenceany Person or Persons of any determination contrary to that presumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, therein by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company and its stockholders, or, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) Indemnitee's conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in and beneficiaries of the plan shall be deemed to be conduct that Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and its stockholders. (d) For purposes of any determination of good faithhereunder, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Company, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company or its board of directors or any committee of the board of directors. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the IndemnitorsCompany and its stockholders, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action was based on (i) the records or books of account of the Company or another Person, including financial statements, (ii) information supplied to him by the officers of the Company or another Person in the course of their duties, (iii) the advice of legal counsel for the Company or another Person, or (iv) information or records given or reports made to the Company or another Person by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another Person. Anyone seeking to overcome The term "Person" as used in this presumption Agreement shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act of mean any other directorindividual, officercorporation or any partnership, agent or joint venture, trust, employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this Deed. (e) The Indemnitors acknowledge that a settlement benefit plan or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim entity or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceenterprise.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, Telenav – Indemnification Agreement (5-1-2020) -7- presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidencepresumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c11(b) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 4 of this Agreement, and the Indemnitors shall, to the fullest extent not prohibited by law, have Company shall bear the burden of proof to overcome rebut that presumption in connection with the making by clear and convincing evidenceany person, persons or entity of any determination contrary to that presumption. (b) The termination of any Proceeding action, suit, arbitration, alternative dispute resolution mechanism, investigation, administrative hearing or other proceeding whether civil, criminal, administrative or investigative or of any claim, issue or matter therein, therein by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) Indemnitee’s conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in and beneficiaries of the plan shall be deemed to be conduct that Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. (d) For purposes of any determination of good faithhereunder, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Company, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company or its board of directors or any committee of the board of directors. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the IndemnitorsCompany, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action was based on (i) the records or books of account of the Company or another enterprise, including financial statements, (ii) information supplied to him by the officers of the Company or another enterprise in the course of their duties, (iii) the advice of legal counsel for the Company or another enterprise, or (iv) information or records given or reports made to the Company or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another enterprise. Anyone seeking to overcome The term “another enterprise” as used in this presumption Section 6 shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act of mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as an officer, director, officerpartner, agent trustee, employee or employee agent. The provisions of this Section 6(d) shall not be deemed to limit in any way the Enterprise shall be imputed to the other circumstances in which Indemnitee for purposes of determining the right to indemnification under this Deed. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party deemed to avoid expense, delay, distraction, disruption and uncertainty. In have met the event that any Proceeding to which the Indemnitee is a party is resolved applicable standard of conduct set forth in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceSection 1.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidencepresumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith if Indemnitee’s actions are based on (i) the records or books of account of an Indemnitor the Company or a Group Companyany other Enterprise, including financial statements, (ii) or on information supplied to the Indemnitee by the officers directors, officers, agents or employees of an Indemnitor the Company or a Group Company any other Enterprise in the course of their duties, (iii) or on the advice of legal counsel for an Indemnitor or a Group the Company or its board of directors any other Enterprise or counsel selected by any committee of the board of directors or (iv) on information or records given or reports made to an Indemnitor the Company or a Group Company any other Enterprise by an independent certified public accountant, accountant or by an appraiser, investment banker appraiser or other expert selected with reasonable care by the Indemnitor or the Group Company or its board of directors or any committee of the board of directorsother Enterprise. The provisions of this Section 9(c12(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this DeedAgreement. Whether or not the foregoing provisions of this Section 9(c) are satisfiedIn addition, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this Deed. (eAgreement. Whether or not the foregoing provisions of this Section 12(c) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if are satisfied, it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved shall in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall event be presumed that the Indemnitee has been successful on at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the merits or otherwise in such Proceedingbest interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceproof.

Presumptions and Effect of Certain Proceedings. (a) a. In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidencepresumption. (b) b. The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) c. For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith Indemnitee’s actions are or were based on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the directors or officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor the Enterprise, its board of directors or a Group Company any committee of the board of directors by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) d. Neither the knowledge, actions nor failure to act of any other director, officer, manager, fiduciary, agent or employee of the Enterprise shall be imputed to the Indemnitee, nor create a presumption against Indemnitee or a defense to an action, for purposes of determining the right to indemnification under this DeedAgreement. e. If the person, persons or entity empowered or selected under Section 10 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (e30) The Indemnitors acknowledge days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that a settlement any or other disposition short of final judgment all such indemnification is expressly prohibited under applicable law; provided, however, that such 30-day period may be successful extended for a reasonable time, not to exceed an additional fifteen (15) days, if it permits a party the person, persons or entity making the determination with respect to avoid expense, delay, distraction, disruption and uncertainty. In entitlement to indemnification in good faith requires such additional time for the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement obtaining or evaluating of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidencedocumentation and/or information relating thereto.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this Deed, Agreement and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by clear and convincing evidencesuch person, persons or entity of any determination contrary to that presumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith Indemnitee’s action is based on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this DeedAgreement. Whether or not the foregoing provisions of this Section 9(c11(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the IndemnitorsCompany. Anyone seeking to overcome this presumption shall shall, to the fullest extent not prohibited by law, have the burden of proof and the burden of persuasion by clear and convincing evidenceto overcome such presumption. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by clear and convincing evidencesuch person, persons or entity of any determination contrary to that presumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.Agreement (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination connection with respect any determination, pursuant to entitlement Section 2(e), concerning the Indemnitee’s right to indemnification hereunderindemnification, the person, persons Person or entity Persons making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification under this DeedAgreement if the Indemnitee has submitted a request for indemnification in accordance with Section 2(d) above, and the Indemnitors shalland, except where any required undertaking under Section 2(b) has not been delivered to the fullest extent not prohibited by lawCompany, anyone seeking to overcome this presumption shall have the burden of proof to overcome that presumption and burden of persuasion, by clear and convincing evidence. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Deed) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Company, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company or its board of directors or any committee of the board of directors. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth and to be entitled to indemnification under the FBCA for any action or omission to act undertaken (i) in good faith reliance upon the records of the Company, including its financial statements, or upon information, opinions, reports or statements furnished to the Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their duties, or by committees of the Board of Directors, or by any other Person as to matters the Indemnitee reasonably believes are within such other Person’s professional or expert competence, or (ii) on behalf of the Company in furtherance of the interests of the Company in good faith in reliance upon, and in accordance with, the advice of legal counsel or accountants; provided, however that the Indemnitee has no reasonable cause to believe that such legal counsel or accountants were not selected with reasonable care by or on behalf of the Company. In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent or employee of the Company or an Other Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification or advancement of Expenses under this DeedAgreement. Whether or not the foregoing provisions of this Section 9(c6(b) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the IndemnitorsCompany. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion persuasion, by clear and convincing evidence. (dc) Neither For purposes of this Agreement, the knowledge, actions nor failure to act termination of any other directorProceeding by judgment, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this Deed. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitationorder, settlement of such action, claim or proceeding (whether with or without payment court approval) or conviction, or upon a plea of money nolo contendere or other consideration) it its equivalent, shall be presumed not, of itself, create a presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion determined that indemnification is not permitted by clear and convincing evidenceapplicable law.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidencepresumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by clear and convincing evidencesuch person, persons or entity of any determination contrary to that presumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c10(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by applicable law, presume that the Indemnitee is entitled to indemnification under if Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by applicable law, have the burden of proof to overcome that presumption in connection with the making by clear and convincing evidence. (b) such person, persons or entity of any determination contrary to that presumption. The termination of any Proceeding or of any claim, issue or matter thereinProceeding, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement or as required by applicable law) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) . For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors directors, or counsel selected by any committee of the board of directors directors, or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directorsdirectors (including consultants or advisors formally engaged by the board or committee). The provisions of this Section 9(c11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this DeedAgreement. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidence. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Deed) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that he or she they reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her their conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c12(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this DeedAgreement. Whether or not the foregoing provisions of this Section 9(c12(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he they reasonably believed to be in or not opposed to the best interests of the IndemnitorsCompany. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidencepresumption. (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceAgreement. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to Indemnitee solely by reason of Indemnitee’s service to the Indemnitee Company as an officer or director for purposes of determining the right to indemnification under this DeedAgreement. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions and Effect of Certain Proceedings. (a) In making a determination connection with respect any determination, pursuant to entitlement Section 2(e), concerning Indemnitee’s right to indemnification hereunderIndemnification, the person, persons Person or entity Persons making such determination shall, to the fullest extent not prohibited by law, shall presume that the Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification under this DeedAgreement if the Indemnitee has submitted a request for indemnification in accordance with Section 2(d) above, and the Indemnitors shalland, except where any required undertaking under Section 2(b) has not been delivered to the fullest extent not prohibited by lawCompany, anyone seeking to overcome this presumption shall have the burden of proof to overcome that presumption and burden of persuasion, by clear and convincing evidence. (b) The termination Indemnitee shall be deemed to have met the applicable standard of conduct and to be entitled to indemnification under the DGCL for any Proceeding action or omission to act undertaken (i) in good faith reliance upon the records of any claimthe Company, issue or matter therein, by judgment, order, settlement or convictionincluding its financial statements, or upon a plea information, opinions, reports or statements furnished to the Indemnitee by the officers or employees of nolo contendere the Company or any of its equivalentsubsidiaries in the course of their duties, or by committees of the Board of Directors, or by any other Person as to matters the Indemnitee reasonably believes are within such other Person’s professional or expert competence, or (ii) on behalf of the Company in furtherance of the interests of the Company in good faith in reliance upon, and in accordance with, the advice of legal counsel or accountants, provided such legal counsel or accountants were selected with reasonable care by or on behalf of the Company. In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent or employee of the Company or an Other Enterprise shall not (except as otherwise expressly provided in this Deed) be imputed to the Indemnitee for purposes of itself adversely affect determining the right of the Indemnitee to indemnification under this Agreement. Whether or create a presumption not the foregoing provisions of this Section 6(b) are satisfied, it shall in any event be presumed that the Indemnitee did not act has at all times acted in good faith and in a manner that he or she Indemnitee reasonably believed to be in or not opposed to the best interests of the Indemnitors or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Company, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company or its board of directors or any committee of the board of directors. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion persuasion, by clear and convincing evidence. (c) For purposes of this Agreement, the termination of any Proceeding by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, shall not create a presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed Company (including by its directors, stockholders or any Independent Counsel) to have made a determination as to whether the Indemnitee for purposes has met any particular standard of determining conduct or had any particular belief, nor an actual determination by the right to indemnification under this Deed. Company (eincluding by its directors, stockholders or any Independent Counsel) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on not met such standard of conduct or did not have such belief, prior to the merits commencement of legal proceedings by the Indemnitee to secure a judicial determination that the Indemnitee should be indemnified under applicable law, shall be a defense to the Indemnitee’s claim for indemnification or otherwise in such Proceeding. Anyone seeking to overcome this create a presumption shall that the Indemnitee has not met any particular standard of conduct or did not have the burden of proof and the burden of persuasion by clear and convincing evidenceany particular belief.

Presumptions and Effect of Certain Proceedings. ​ (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this DeedAgreement, and the Indemnitors Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidence.. ​ (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this DeedAgreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful. (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (i) the records or books of account of an Indemnitor or a Group Companythe Enterprise, including financial statements, (ii) information supplied to the Indemnitee by the officers of an Indemnitor or a Group Company the Enterprise in the course of their duties, (iii) the advice of legal counsel for an Indemnitor or a Group Company the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to an Indemnitor or a Group Company the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Indemnitor or the Group Company Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this DeedAgreement. Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Indemnitors. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.​ (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this Deed. (e) The Indemnitors acknowledge that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertaintyAgreement. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.​