Common use of Presumptions Clause in Contracts

Presumptions. (A) In making a determination with respect to entitlement or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome such presumption. (B) If the person or entity making the determination whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 days after receipt by the Company of the request therefore, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. Such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(B) shall not apply: (i) if the determination of entitlement to indemnification is to be made by the shareholders and if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of this Agreement. (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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. (Ai) In Upon making a any request for indemnification under this Agreement, Indemnitee shall be presumed to be entitled to such indemnification and, in connection with any determination with respect to entitlement or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and Section 4(c) hereof, the Company shall have the burden burdens of proof coming forward with clear and convincing evidence and of persuasion to overcome that presumption in connection with the making by any Person of any determination contrary to that presumption. Neither the failure of any Person to have made such presumptiondetermination 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 any Person that Indemnitee has not met any applicable standard of conduct, shall be a defense to any such action by Indemnitee or create a presumption that Indemnitee has not met the applicable standard of conduct. (Bii) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of any Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert selected by such Enterprise. The provisions of this Section 3(b) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement. (iii) If the person Person empowered or entity making the determination selected under Section 4(c) hereof to determine whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 ninety (90) calendar days after receipt by the Company of final determination in the request thereforeProceeding, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: absent (iA) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (iiB) a prohibition of such indemnification under applicable law. Such 60-day period may be extended for a reasonable time. (iv) The knowledge and/or actions, not or failure to exceed an additional 30 daysact, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(B) any other Fiduciary shall not apply: (i) if the determination be imputed to Indemnitee for purposes of entitlement determining any right to indemnification is to be made by the shareholders and if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of under this Agreement. (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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. (A) A. In making a determination with respect to entitlement or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome such presumptionpresumption by clear and convincing evidence. It shall be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Without limitation of the foregoing, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge or actions, or failure to act, of any director, trustee, manager, partner, officer, employee, agent or fiduciary of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (B) B. If the person or entity making the determination whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 days after receipt by the Company of the request therefore, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. Such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(BParagraph 6(B) shall not apply: (i) if the determination of entitlement to indemnification is to be made by the shareholders stockholders and if within 15 days after receipt by the Company of the request for such determination determination, the Board of Directors resolves to submit such determination to the shareholders stockholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(BParagraph 5(B) of this Agreement. (C) 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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification. In the event that any Proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration), it shall be presumed that Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions. (Ai) In Upon making a any request for indemnification or advancement of Expenses under this Agreement, Indemnitee shall be presumed to be entitled to such indemnification or advancement of Expenses, as the case may be, under this Agreement and, in connection with any determination with respect to entitlement or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and Section 3(c) hereof, the Company shall have the burden burdens of proof coming forward with evidence and of persuasion to overcome that presumption in connection with the making by any Person of any determination contrary to that presumption. Neither the failure of any Person 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 any Person that Indemnitee has not met any applicable standard of conduct, shall be a defense to any such presumptionaction by Indemnitee or create a presumption that Indemnitee has not met the applicable standard of conduct. (Bii) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of any Enterprise, including financial statements, or on information supplied to Indemnitee by the officers, directors or employees of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert selected by such Enterprise. The provisions of this Section 2(b) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct as set forth in this Agreement. (iii) If the person Person empowered or entity making the determination selected under Section 3(c) hereof to determine whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 twenty (20) calendar days after receipt by the Company of the request thereforethereof, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: absent (iA) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (iiB) a prohibition of such indemnification under applicable law. Such 60-day period may be extended for a reasonable time. (iv) The knowledge and/or actions, not or failure to exceed an additional 30 daysact, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(B) any other Fiduciary shall not apply: (i) if the determination be imputed to Indemnitee for purposes of entitlement determining any right to indemnification is to be made by the shareholders and if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of under this Agreement. (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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. (Ai) In Upon making a any request for indemnification under this Agreement, Indemnitee shall be presumed to be entitled to such indemnification and, in connection with any determination with respect to entitlement or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and Section 4(c) hereof, the Company shall have the burden burdens of proof coming forward with clear and convincing evidence and of persuasion to overcome that presumption in connection with the making by any Person of any determination contrary to that presumption. Neither the failure of any Person to have made such presumptiondetermination 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 any Person that Indemnitee has not met any applicable standard of conduct, shall be a defense to any such action by Indemnitee or create a presumption that Indemnitee has not met the applicable standard of conduct. (Bii) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee's action is based on the records or books of account of any Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert selected by such Enterprise. The provisions of this Section 3(b) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement. (iii) If the person Person empowered or entity making the determination selected under Section 4(c) hereof to determine whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 ninety (90) calendar days after receipt by the Company of final determination in the request thereforeProceeding, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: absent (iA) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s 's statement not materially misleading, in connection with the request for indemnification, or (iiB) a prohibition of such indemnification under applicable law. Such 60-day period may be extended for a reasonable time. (iv) The knowledge and/or actions, not or failure to exceed an additional 30 daysact, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(B) any other Fiduciary shall not apply: (i) if the determination be imputed to Indemnitee for purposes of entitlement determining any right to indemnification is to be made by the shareholders and if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of under this Agreement. (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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. (A) In making a determination with respect to entitlement or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome such presumption. (B) If the person or entity making the determination whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 days after receipt by the Company of the request therefore, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. Such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(B) shall not apply: (i) if the determination of entitlement to indemnification is to be made by the shareholders stockholders, and if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders stockholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of this Agreement. (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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. (A) In making a determination with respect to entitlement or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and the Company EOP shall have the burden of proof to overcome such presumption. (B) If the person or entity making the determination whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 sixty (60) days after receipt by the Company EOP of the request thereforetherefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s 's statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. Such 60-day sixty (60)-day period may be extended for a reasonable time, not to exceed an additional 30 thirty (30) days, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(B) shall not apply: (i) if the determination of entitlement to indemnification is to be made by the shareholders and if within 15 fifteen (15) days after receipt by the Company EOP of the request for such determination the Board of Directors Trustees resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 seventy-five (75) days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of this Agreement. (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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. (Aa) In making a determination with respect to entitlement or to indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement if the Indemnitee has submitted a request for indemnification in accordance with Section 9(a) hereof, and the Company shall have the burden of proof to overcome such presumption in connection with the making of any determination contrary to that presumption. (B) If the person or entity making the determination whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 days after receipt by the Company of the request therefore, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. Such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(B) shall not apply: (i) if the determination of entitlement to indemnification is to be made by the shareholders and if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of this Agreement. (Cb) 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, or an entry of an order of probation prior to judgment, or by dismissal, with or without prejudice, shall not create a presumption that the Indemnitee did not meet the requisite standard of conduct described herein for indemnification. (except as otherwise expressly provided c) For purposes of any determination hereunder, Indemnitee shall be deemed to have acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and its stockholders, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe Indemnitee’s conduct was unlawful, if Indemnitee’s action was based on (i) the records or books of account of the Company or another person, including financial statements, (ii) information supplied to the Indemnitee 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. (d) The knowledge and/or actions, or failure to act, of any other director, officer, employee or agent of the Company or any other director, trustee, officer, partner, manager, 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 the Indemnitee for purposes of determining any other right to indemnification under this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. (A) Section 11.1. In making a determination with respect determining whether Indemnitee is entitled to entitlement or indemnification hereunderunder this Agreement, the person or entity persons making such the determination shall must presume that the Indemnitee is entitled to indemnification under this Agreement and the Company shall have Corporation has the burden of proof to overcome such that presumption. Moreover, if at any time during the two (2) year period prior to the date of any written application for indemnification submitted by Indemnitee in connection with a particular Proceeding or other matter there shall have occurred a Change of Control, the foregoing presumption may only be overcome by clear and convincing evidence. Neither of the following is a defense to an action seeking a determination granting indemnity to Indemnitee or creates a presumption that Indemnitee has not met the applicable standard of conduct: (i) the failure of the Corporation (including its directors or Independent Counsel) to have made a determination before the beginning of an action seeking a ruling that indemnification is proper nor (ii) an actual determination by the Corporation (including its directors or Independent Counsel) that Indemnitee has not met the applicable standard of conduct. (B) Section 11.2. If the person persons or entity making the determination selected under Article X of this Agreement to determine whether the Indemnitee is entitled to indemnification shall has not have made a determination within 60 thirty (30) days after receipt by the Company Corporation of the request thereforefor it, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be is entitled to such indemnification, absent: absent (i) a misstatement by the Indemnitee of a material fact, fact or an omission of a material fact necessary to make the Indemnitee’s statement his or her statements not materially misleading, misleading made in connection with the request for indemnification, indemnification (which misstatement or omission is shown by the Corporation to be of sufficient importance that it would likely alter the applicable determination) or (ii) a prohibition of such final judicial determination that indemnification is expressly prohibited under applicable law. Such 60-The thirty (30) day period may be extended for a reasonable time, not to exceed an fifteen (15) additional 30 days, if the person persons or entity making said the determination in good faith requires the additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(B) shall not apply: (i) if the determination of entitlement to indemnification is to be made by the shareholders and if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual documents or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of this Agreementinformation. (C) Section 11.3. The termination of any Proceeding or of any claim, issue or matter claim therein, by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall does not (except as otherwise expressly provided elsewhere in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not meet any particular standard of conduct, did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe his or her conduct was unlawful. Section 11.4. In determining good faith, Indemnitee must be deemed to have acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation if Indemnitee’s action is based on the records or books of account of the Corporation, including financial statements, or on information, opinions, reports or statements supplied to Indemnitee by the directors or officers of the Corporation or other enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or the enterprise or on information or records given or reports made by an independent certified public accountant or by an appraiser or other expert. Section 11.5. The knowledge and actions or failures to act of any other director, officer, trustee, partner, member, fiduciary, agent or employee of the Corporation or other enterprise shall not be imputed to Indemnitee for the purposes of determining his or her right to indemnification.

Presumptions. (Ai) In Upon making a any request for indemnification for Expenses and Liabilities, or advancement of Expenses under this Agreement, Indemnitee shall be presumed to be entitled to such indemnification for Expenses and Liabilities or advancement of Expenses, as the case may be, under this Agreement and, in connection with any determination with respect to entitlement or to indemnification hereunderunder Section 4(c) below, the person Company shall have the burdens of coming forward with evidence and by a preponderance of the evidence to overcome that presumption in connection with the making by any Person of any determination contrary to that presumption. It shall not be a defense or entity making admissible as evidence in any such action by Indemnitee, nor shall it create a presumption that Indemnitee has not met the applicable standard of conduct, if (i) any Person fails to have made such 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, or (ii) any Person fails to make an actual determination that Indemnitee has not met any applicable standard of conduct. (ii) For purposes of any determination of good faith, Indemnitee shall presume that be deemed to have acted in good faith if Indemnitee's action is based on (w) the records or books of account of any Enterprise, including, without limitation, financial statements, (x) information supplied to Indemnitee by the officers, employees or other appropriate agents of such Enterprise in the course of their duties, or (y) the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert selected by such Enterprise. The provisions of this Section 3(b) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement. (iii) If the Person empowered or selected under Section 4(c) below to determine whether Indemnitee is entitled to indemnification under this Agreement for Liabilities and the Company shall have the burden Expenses or advancement of proof to overcome such presumption. (B) If the person or entity making the determination whether the Indemnitee is entitled to indemnification Expenses shall not have made a determination within 60 twenty (20) calendar days after receipt by the Company of the request thereforetherefor, the requisite determination of entitlement to indemnification for Liabilities and Expenses or advancement of Expenses shall be deemed to have been made and the Indemnitee shall be entitled to such indemnificationindemnification for Liabilities and Expenses or advancement of Expenses, absent: absent (iA) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnificationindemnification for Liabilities and Expenses or advancement of Expenses, or (iiB) a prohibition of such indemnification for Liabilities and Expenses or advancement of Expenses under applicable law. Such 60; provided that such 20-day period may be extended for a reasonable time, not to exceed an additional 30 20 days, if the person Person empowered or entity making said determination selected under Section 4(c) below to determine whether Indemnitee is entitled to indemnification for Liabilities and Expenses or advancement of Expenses in good faith requires requests in writing such additional time for the obtaining or evaluating of documentation and/or information relating thereto. . (iv) The foregoing provisions knowledge and/or actions, or failure to act, of this paragraph 7(B) any other Fiduciary shall not apply: (i) if the determination be imputed to Indemnitee for purposes of entitlement determining any right to indemnification is to be made by the shareholders for Liabilities and if within 15 days after receipt by the Company Expenses or advancement of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of Expenses under this Agreement. (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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. (Ai) In Upon making a any request for indemnification under this Agreement, Indemnitee shall be presumed to be entitled to such indemnification and, in connection with any determination with respect to entitlement or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and Section 4(c) hereof, the Company shall have the burden burdens of proof coming forward with clear and convincing evidence and of persuasion to 3 overcome that presumption in connection with the making by any Person of any determination contrary to that presumption. Neither the failure of any Person to have made such presumptiondetermination 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 any Person that Indemnitee has not met any applicable standard of conduct, shall be a defense to any such action by Indemnitee or create a presumption that Indemnitee has not met the applicable standard of conduct. (Bii) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of any Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert selected by such Enterprise. The provisions of this Section 3(b) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement. (iii) If the person Person empowered or entity making the determination selected under Section 4(c) hereof to determine whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 ninety (90) calendar days after receipt by the Company of final determination in the request thereforeProceeding, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: absent (iA) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, indemnification or (iiB) a prohibition of such indemnification under applicable law. Such 60-day period may be extended for a reasonable time. (iv) The knowledge and/or actions, not or failure to exceed an additional 30 daysact, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(B) any other Fiduciary shall not apply: (i) if the determination be imputed to Indemnitee for purposes of entitlement determining any right to indemnification is to be made by the shareholders and if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of under this Agreement. (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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. (Aa) In making a determination with respect to entitlement To the extent that Indemnitee has been successful on the merits or indemnification hereunderotherwise, including, without limitation, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and the Company shall have the burden dismissal of proof to overcome such presumption. (B) If the person or entity making the determination whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 days after receipt by the Company of the request therefore, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleadingaction without prejudice, in connection with the request for indemnificationdefense of any action, suit or (ii) a prohibition of such indemnification under applicable law. Such 60-day period may be extended for a reasonable time, not proceeding referred to exceed an additional 30 days, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(B) shall not apply: (i) if the determination of entitlement to indemnification is to be made by the shareholders and if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) Section 1 of this Agreement. (C) The termination of any Proceeding , or in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith. (b) For purposes of this Agreement, the termination of any action, suit or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not (except as otherwise expressly provided act in this Agreement) of itself adversely affect good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the right best interest of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was criminal. (c) In making any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition precedent to indemnification of Indemnitee hereunder (a “Standard of Conduct Determination”), the person or persons making such determination shall presume that Indemnitee has satisfied the applicable standard of conduct, and the Company may overcome such presumption only by its adducing clear and convincing evidence to the contrary. The knowledge and/or action, or failure to act, of any other director, officer, employee, agent or representative of the Company will not be imputed to Indemnitee for purposes of any Standard of Conduct Determination. Any Standard of Conduct Determination that Indemnitee has satisfied the applicable standard of conduct shall be final and binding in all respects, including with respect to any litigation or other action or proceeding initiated by Indemnitee to indemnificationenforce his or her rights hereunder. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by Indemnitee in the Court of Chancery of the State of Delaware.

Presumptions. (A) In making the event that, under Applicable Law, the entitlement of Director to be indemnified hereunder shall depend upon whether Director shall have acted in good faith and in a determination manner Director reasonably believed to be in or not opposed to the best interests of the Companies and with respect to entitlement criminal Proceedings, had no reasonable cause to believe Director’s conduct was unlawful, or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and the Company shall have acted in accordance with some other defined standard of conduct, or whether fees and disbursements of counsel and other costs and amounts are reasonable, the burden of proof of establishing that Director has not acted in accordance with such standard and that such costs and amounts are unreasonable shall rest with the Companies, and Director shall be presumed to overcome have acted in accordance with such presumption. (B) If the person or entity making the determination whether the Indemnitee is standard, such costs and amounts shall be conclusively presumed to be reasonable and Director shall be entitled to indemnification unless, and only unless, based upon clear and convincing evidence, it shall not have made be determined by a determination within 60 days court of competent jurisdiction (after receipt by the Company exhaustion or expiration of the request thereforetime for filing of all appeals) that Director has not met such standard or, with respect to the requisite determination amount of entitlement indemnification, that such costs and amounts are not reasonable (in which case Director shall be indemnified to indemnification the extent such costs and amounts are determined by such court to be reasonable). In addition, and without in any way limiting the provisions of this Section 6(c), Director shall be deemed to have been made acted in good faith and in a manner Director reasonably believed to be in or not opposed to the Indemnitee shall be entitled best interests of the Companies or, with respect to such indemnificationany criminal Proceeding to have had no reasonable cause to believe Director’s conduct was unlawful, absent: if Director’s action is based on (i) a misstatement information supplied to Director by the Indemnitee officers of a material factthe Companies in the course of her duties, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition the advice of such indemnification under applicable law. Such 60-day period may be extended legal counsel for a reasonable time, not to exceed an additional 30 days, if the person Director or entity making said determination in good faith requires additional time for the obtaining Companies or evaluating of documentation and/or (iii) information relating theretoor records given or reports made to the Companies by an independent certified public accountant, an appraiser, a financial advisor, an investment banker or other expert selected with reasonable care by the Companies. The foregoing provisions of this paragraph 7(BSection 6(c) shall not apply: (i) if the determination of entitlement to indemnification is be deemed to be made by exclusive or to limit in any way the shareholders and circumstances in which a person may be deemed to have met the applicable standard of conduct, if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meetingapplicable, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of this Agreementunder Applicable Law. (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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. Neither (Ai) In making the failure of the Company, its board of directors, any committee or subgroup of the board of directors, Independent Legal Counsel or shareholders to have made a determination with respect 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 Legal Counsel or shareholders that Indemnitee has not met the applicable standard of conduct, shall be a defense to entitlement the action or indemnification hereundercreate a presumption that Indemnitee has or has not met the applicable standard of conduct. In the event that a determination shall have been made pursuant to this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to Section 10(c) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to Section 10(c), the person or entity making such determination shall presume that Company shall, to the Indemnitee is entitled to indemnification under this Agreement and the Company shall fullest extent not prohibited by law, have the burden of proof to overcome such presumption. (B) If the person or entity making the determination whether the proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Agreement that the procedures and presumptions in this Agreement are not have made a determination within 60 days after receipt by valid, binding and enforceable and shall stipulate in any such court or before such arbitrator that the Company of is bound by all the request therefore, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. Such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(B) shall not apply: (i) if the determination of entitlement to indemnification is to be made by the shareholders and if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of this Agreement. (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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. (A) In making the event that, under Delaware Law, the entitlement of Director to be indemnified hereunder shall depend upon whether Director shall have acted in good faith and in a determination manner Director reasonably believed to be in or not opposed to the best interests of the Company and with respect to entitlement criminal Proceedings, had no reasonable cause to believe Director’s conduct was unlawful, or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and the Company shall have acted in accordance with some other defined standard of conduct, or whether fees and disbursements of counsel and other costs and amounts are reasonable, the burden of proof of establishing that Director has not acted in accordance with such standard and that such costs and amounts are unreasonable shall rest with the Company, and Director shall be presumed to overcome have acted in accordance with such presumption. (B) If the person or entity making the determination whether the Indemnitee is standard, such costs and amounts shall be conclusively presumed to be reasonable and Director shall be entitled to indemnification unless, and only unless, it shall not have made be determined by a determination within 60 days court of competent jurisdiction (after receipt by the Company exhaustion or expiration of the request thereforetime for filing of all appeals) that Director has not met such standard or, with respect to the requisite determination amount of entitlement indemnification, that such costs and amounts are not reasonable (in which case Director shall be indemnified to indemnification the extent such costs and amounts are determined by such court to be reasonable). In addition, and without in any way limiting the provisions of this Section 6(c), Director shall be deemed to have been made acted in good faith and in a manner Director reasonably believed to be in or not opposed to the Indemnitee shall be entitled best interests of the Company or, with respect to such indemnificationany criminal Proceeding to have had no reasonable cause to believe Director’s conduct was unlawful, absent: if Director’s action is based on (i) a misstatement information supplied to Director by the Indemnitee officers of a material factthe Company in the course of their duties, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition the advice of such indemnification under applicable law. Such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or entity making said determination in good faith requires additional time legal counsel for the obtaining Company or evaluating of documentation and/or (iii) information relating theretoor records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company. The foregoing provisions of this paragraph 7(BSection 6(c) shall not apply: (i) if the determination of entitlement to indemnification is be deemed to be made by exclusive or to limit in any way the shareholders and circumstances in which a person may be deemed to have met the applicable standard of conduct, if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meetingapplicable, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of this Agreementunder Delaware Law. (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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. (Ai) In Upon making a any request for indemnification under this Agreement, Indemnitee shall be presumed to be entitled to such indemnification and, in connection with any determination with respect to entitlement or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and Section 4(c) hereof, the Company shall have the burden burdens of proof coming forward with clear and convincing evidence and of persuasion to overcome that presumption in connection with the making by any Person of any determination contrary to that presumption. Neither the failure of any Person to have made such presumptiondetermination 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 any Person that Indemnitee has not met any applicable standard of conduct, shall be a defense to any such action by Indemnitee or create a presumption that Indemnitee has not met the applicable standard of conduct. (Bii) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of any Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert selected by such Enterprise. The provisions of this Section 3(b) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement. (iii) If the person Person empowered or entity making the determination selected under Section 4(c) hereof to determine whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 ninety (90) calendar days after receipt by the Company of final determination in the request thereforeProceeding, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: absent (iA) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, indemnification or (iiB) a prohibition of such indemnification under applicable law. Such 60-day period may be extended for a reasonable time. (iv) The knowledge and/or actions, not or failure to exceed an additional 30 daysact, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(B) any other Fiduciary shall not apply: (i) if the determination be imputed to Indemnitee for purposes of entitlement determining any right to indemnification is to be made by the shareholders and if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of under this Agreement. (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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. (Ai) In Upon making a any request for indemnification under this Agreement, Indemnitee shall be presumed to be entitled to such indemnification and, in connection with any determination with respect to entitlement or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and Section 4(c) hereof, the Company shall have the burden burdens of proof coming forward with clear and convincing evidence and of persuasion to overcome that presumption in connection with the making by any Person of any determination contrary to that presumption. Neither the failure of any Person to have made such presumptiondetermination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances bec ause Indemnitee has met the applicable standard of conduct, nor an actual determination by any Person that Indemnitee has not met any applicable standard of conduct, shall be a defense to any such action by Indemnitee or create a presumption that Indemnitee has not met the applicable standard of conduct. (Bii) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of any Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an OMA-297078-2 appraiser or other expert selected by such Enterprise. The provisions of this Section 3(b) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement. (iii) If the person Person empowered or entity making the determination selected under Section 4(c) hereof to determine whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 ninety (90) calendar days after receipt by the Company of final determination in the request thereforeProceeding, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: absent (iA) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (iiB) a prohibition of such indemnification under applicable law. Such 60-day period may be extended for a reasonable time. (iv) The knowledge and/or actions, not or failure to exceed an additional 30 daysact, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(B) any other Fiduciary shall not apply: (i) if the determination be imputed to Indemnitee for purposes of entitlement determining any right to indemnification is to be made by the shareholders and if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of under this Agreement. (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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. (Ai) In Upon making a any request for indemnification under this Agreement, Indemnitee shall be presumed to be entitled to such indemnification and, in connection with any determination with respect to entitlement or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and Section 4(c) hereof, the Company shall have the burden burdens of proof coming forward with clear and convincing evidence and of persuasion to overcome that presumption in connection with the making by any Person of any determination contrary to that presumption. Neither the failure of any Person to have made such presumptiondetermination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met t he applicable standard of conduct, nor an actual determination by any Person that Indemnitee has not met any applicable standard of conduct, shall be a defense to any such action by Indemnitee or create a presumption that Indemnitee has not met the applicable standard of conduct. (Bii) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of any Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an OMA-297078-2 appraiser or other expert selected by such Enterprise. The provisions of this Section 3(b) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement. (iii) If the person Person empowered or entity making the determination selected under Section 4(c) hereof to determine whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 ninety (90) calendar days after receipt by the Company of final determination in the request thereforeProceeding, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: absent (iA) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (iiB) a prohibition of such indemnification under applicable law. Such 60-day period may be extended for a reasonable time. (iv) The knowledge and/or actions, not or failure to exceed an additional 30 daysact, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(B) any other Fiduciary shall not apply: (i) if the determination be imputed to Indemnitee for purposes of entitlement determining any right to indemnification is to be made by the shareholders and if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of under this Agreement. (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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. (Ai) In Upon making a any request for indemnification or advancement of Expenses under this Agreement, Indemnitee shall be presumed to be entitled to such indemnification or advancement of Expenses, as the case may be, under this Agreement and, in connection with any determination with respect to entitlement or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and Section 4(c) hereof, the Company shall have the burden burdens of proof coming forward with evidence and of persuasion to overcome that presumption in connection with the making by any Person of any determination contrary to that presumption. Neither the failure of any Person to have made such presumptiondetermination 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 any Person that Indemnitee has not met any applicable standard of conduct, shall be a defense to any such action by Indemnitee or create a presumption that Indemnitee has not met the applicable standard of conduct. (Bii) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee's action is based on the records or books of account of any Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert selected by such Enterprise. The provisions of this Section 3(b) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement. (iii) If the person Person empowered or entity making the determination selected under Section 4(c) hereof to determine whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 twenty (20) calendar days after receipt by the Company of the request thereforetherefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: absent (iA) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s 's statement not materially misleading, in connection with the request for indemnification, or (iiB) a prohibition of such indemnification under applicable law. Such 60-day period may be extended for a reasonable time. (iv) The knowledge and/or actions, not or failure to exceed an additional 30 daysact, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(B) any other Fiduciary shall not apply: (i) if the determination be imputed to Indemnitee for purposes of entitlement determining any right to indemnification is to be made by the shareholders and if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of under this Agreement. (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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. (A) Section 11.1. In making a determination with respect determining whether Indemnitee is entitled to entitlement or indemnification hereunderunder this Agreement, the person or entity persons making such the determination shall must presume that the Indemnitee is entitled to indemnification under this Agreement and the Company shall have Corporation has the burden of proof to overcome such that presumption. Moreover, if at any time during the two (2) year period prior to the date of any written application for indemnification submitted by Indemnitee in connection with a particular Proceeding or other matter there shall have occurred a Change of Control, the foregoing presumption may only be overcome by clear and convincing evidence. Neither of the following is a defense to an action seeking a determination granting indemnity to Indemnitee or creates a presumption that Indemnitee has not met the applicable standard of conduct: (i) the failure of the Corporation (including its directors or Independent Counsel) to have made a determination before the beginning of an action seeking a ruling that indemnification is proper nor (ii) an actual determination by the Corporation (including its directors or Independent Counsel) that Indemnitee has not met the applicable standard of conduct. (B) Section 11.2. If the person persons or entity making the determination selected under Article X of this Agreement to determine whether the Indemnitee is entitled to indemnification shall has not have made a determination within 60 thirty (30) days after receipt by the Company Corporation of the request thereforefor it, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be is entitled to such indemnification, absent: absent (i) a misstatement by the Indemnitee of a material fact, fact or an omission of a material fact necessary to make the Indemnitee’s statement his or her statements not materially misleading, misleading made in connection with the request for indemnification, indemnification (which misstatement or omission is shown by the Corporation to be of sufficient importance that it would likely alter the applicable determination) or (ii) a prohibition of such final judicial determination that indemnification is expressly prohibited under applicable law. Such 60-The thirty (30) day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating theretoto Section 11.3. The foregoing provisions of this paragraph 7(B) shall not apply: (i) if the determination of entitlement to indemnification is to be made by the shareholders and if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of this Agreement. (C) The termination of any Proceeding or of any claim, issue or matter claim therein, by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall does not (except as otherwise expressly provided elsewhere in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not meet any particular standard of conduct, did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe his or her conduct was unlawful. Section 11.4. In determining good faith, Indemnitee must be deemed to have acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation if Indemnitee’s action is based on the records or books of account of the Corporation, including financial statements, or on information, opinions, reports or statements supplied to Indemnitee by the directors or officers of the Corporation or other enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or the enterprise or on information or records given or reports made by an independent certified public accountant or by an appraiser or other expert. Section 11.5. The knowledge and actions or failures to act of any other director, officer, trustee, partner, member, fiduciary, agent or employee of the Corporation or other enterprise shall not be imputed to Indemnitee for the purposes of determining his or her right to indemnification.

Presumptions. (A) In making the event that, under Applicable Law, the entitlement of Director to be indemnified hereunder shall depend upon whether Director shall have acted in good faith and in a determination manner Director reasonably believed to be in or not opposed to the best interests of the Companies and with respect to entitlement criminal Proceedings, had no reasonable cause to believe Director’s conduct was unlawful, or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and the Company shall have acted in accordance with some other defined standard of conduct, or whether fees and disbursements of counsel and other costs and amounts are reasonable, the burden of proof of establishing that Director has not acted in accordance with such standard and that such costs and amounts are unreasonable shall rest with the Companies, and Director shall be presumed to overcome have acted in accordance with such presumption. (B) If the person or entity making the determination whether the Indemnitee is standard, such costs and amounts shall be conclusively presumed to be reasonable and Director shall be entitled to indemnification unless, and only unless, based upon clear and convincing evidence, it shall not have made be determined by a determination within 60 days court of competent jurisdiction (after receipt by the Company exhaustion or expiration of the request thereforetime for filing of all appeals) that Director has not met such standard or, with respect to the requisite determination amount of entitlement indemnification, that such costs and amounts are not reasonable (in which case Director shall be indemnified to indemnification the extent such costs and amounts are determined by such court to be reasonable). In addition, and without in any way limiting the provisions of this Section 6(c), Director shall be deemed to have been made acted in good faith and in a manner Director reasonably believed to be in or not opposed to the Indemnitee shall be entitled best interests of the Companies or, with respect to such indemnificationany criminal Proceeding to have had no reasonable cause to believe Director’s conduct was unlawful, absent: if Director’s action is based on (i) a misstatement information supplied to Director by the Indemnitee officers of a material factthe Companies in the course of his duties, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition the advice of such indemnification under applicable law. Such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or entity making said determination in good faith requires additional time legal counsel for the obtaining Companies or evaluating of documentation and/or (iii) information relating theretoor records given or reports made to the Companies by an independent certified public accountant, an appraiser, a financial advisor, an investment banker or other expert selected with reasonable care by the Companies. The foregoing provisions of this paragraph 7(BSection 6(c) shall not apply: (i) if the determination of entitlement to indemnification is be deemed to be made by exclusive or to limit in any way the shareholders and circumstances in which Director may be deemed to have met the applicable standard of conduct, if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meetingapplicable, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of this Agreementunder Applicable Law. (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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. (A) In making a determination with respect to entitlement or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and the Company EQR shall have the burden of proof to overcome such presumption. (B) If the person or entity making the determination whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 sixty (60) days after receipt by the Company EQR of the request thereforetherefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s 's statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. Such 60-day sixty (60)-day period may be extended for a reasonable time, not to exceed an additional 30 thirty (30) days, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(B) shall not apply: (i) if the determination of entitlement to indemnification is to be made by the shareholders and if within 15 fifteen (15) days after receipt by the Company EQR of the request for such determination the Board of Directors Trustees resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 seventy-five (75) days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of this Agreement. (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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. (Ai) In Upon making a any request for indemnification or advancement of Expenses under this Agreement, Indemnitee shall be presumed to be entitled to such indemnification or advancement of Expenses, as the case may be, under this Agreement and, in connection with any determination with respect to entitlement or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and Section 4(c) hereof, the Company shall have the burden burdens of proof coming forward with evidence and of persuasion to overcome that presumption in connection with the making by any Person of any determination contrary to that presumption. Neither the failure of any Person to have made 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 any Person that Indemnitee has not met any applicable standard of conduct, shall be a defense to any such presumptionaction by Indemnitee or create a presumption that Indemnitee has not met the applicable standard of conduct. (Bii) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee's action is based on the records or books of account of any Enterprise, including financial statements, or on information supplied to Indemnitee by the officers, directors or employees of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert selected by such Enterprise. The provisions of this Section 3(b) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement. (iii) If the person Person empowered or entity making the determination selected under Section 4(c) hereof to determine whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 twenty (20) calendar days after receipt by the Company of the request thereforetherefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: absent (iA) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s 's statement not materially misleading, in connection with the request for indemnification, or (iiB) a prohibition of such indemnification under applicable law. Such 60-day period may be extended for a reasonable time. (iv) The knowledge and/or actions, not or failure to exceed an additional 30 daysact, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(B) any other Fiduciary shall not apply: (i) if the determination be imputed to Indemnitee for purposes of entitlement determining any right to indemnification is to be made by the shareholders and if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of under this Agreement. (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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. (Ai) In Upon making a any request for indemnification or advancement of Expenses under this Agreement, Indemnitee shall be presumed to be entitled to such indemnification or advancement of Expenses, as the case may be, under this Agreement and, in connection with any determination with respect to entitlement or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and Section 4(c) hereof, the Company shall have the burden burdens of proof coming forward with evidence and of persuasion to overcome that presumption in connection with the making by any Person of any determination contrary to that presumption. Neither the failure of any Person to have made such presumptiondetermination 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 any Person that Indemnitee has not met any applicable standard of conduct, shall be a defense to any such action by Indemnitee or create a presumption that Indemnitee has not met the applicable standard of conduct. (Bii) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of any Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert selected by such Enterprise. The provisions of this Section 3(b) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement. (iii) If the person Person empowered or entity making the determination selected under Section 4(c) hereof to determine whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 twenty (20) calendar days after receipt by the Company of the request thereforetherefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: absent (iA) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (iiB) a prohibition of such indemnification under applicable law. Such 60-day period may be extended for a reasonable time. (iv) The knowledge and/or actions, not or failure to exceed an additional 30 daysact, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(B) any other Fiduciary shall not apply: (i) if the determination be imputed to Indemnitee for purposes of entitlement determining any right to indemnification is to be made by the shareholders and if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of under this Agreement. (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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. (Aa) In making a determination with respect to entitlement or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and the Company Hyseq shall have the burden of proof to overcome such presumption. (Bb) If the person or entity making the determination whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 sixty (60) days after receipt by the Company Hyseq of the request thereforetherefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s 's statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. Such 60-day sixty (60)-day period may be extended for a reasonable time, not to exceed an additional 30 thirty (30) days, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(B7(b) shall not apply: apply (i) if the determination of entitlement to indemnification is to be made by the shareholders and if within 15 fifteen (15) days after receipt by the Company Hyseq of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 seventy-five (75) days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B6(b) of this Agreement. (Cc) 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 Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. (A) Section 11.1. In making a determination with respect determining whether Indemnitee is entitled to entitlement or indemnification hereunderunder this Agreement, the person or entity persons making such the determination shall must presume that the Indemnitee is entitled to indemnification under this Agreement and the Company shall have Corporation has the burden of proof to overcome such that presumption. Moreover, if at any time during the two (2)-year period prior to the date of any written application for indemnification submitted by Indemnitee in connection with a particular Proceeding or other matter there shall have occurred a Change of Control, the foregoing presumption may only be overcome by clear and convincing evidence. Neither of the following is a defense to an action seeking a determination granting indemnity to Indemnitee or creates a presumption that Indemnitee has not met the applicable standard of conduct: (i) the failure of the Corporation (including its directors or Independent Counsel) to have made a determination before the beginning of an action seeking a ruling that indemnification is proper nor (ii) an actual determination by the Corporation (including its directors or Independent Counsel) that Indemnitee has not met the applicable standard of conduct. (B) Section 11.2. If the person persons or entity making the determination selected under Article X of this Agreement to determine whether the Indemnitee is entitled to indemnification shall have not have made a determination within 60 thirty (30) days after receipt by the Company Corporation of the request thereforefor it, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be is entitled to such indemnification, absent: absent (i) a misstatement by the Indemnitee of a material fact, fact or an omission of a material fact necessary to make the Indemnitee’s statement his or her statements not materially misleading, misleading made in connection with the request for indemnification, indemnification (which misstatement or omission is shown by the Corporation to be of sufficient importance that it would likely alter the applicable determination) or (ii) a prohibition of such final judicial determination that indemnification is expressly prohibited under applicable law. Such 60The 30-day period may be extended for a reasonable time, not to exceed an fifteen (15) additional 30 days, if the person persons or entity making said the determination in good faith requires the additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(B) shall not apply: (i) if the determination of entitlement to indemnification is to be made by the shareholders and if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual documents or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of this Agreementinformation. (C) Section 11.3. The termination of any Proceeding or of any claim, issue or matter claim therein, by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall does not (except as otherwise expressly provided elsewhere in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not meet any particular standard of conduct, did not act in good faith and in a manner that Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe his or her conduct was unlawful. Section 11.4. In determining good faith, Indemnitee must be deemed to have acted 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 Corporation if Indemnitee’s action is based on the records or books of account of the Corporation, including financial statements, or on information, opinions, reports, or statements supplied to Indemnitee by the directors or officers of the Corporation or other enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or the enterprise or on information or records given or reports made by an independent certified public accountant or by an appraiser or other expert. Section 11.5. The knowledge and actions or failures to act of any other director, officer, trustee, partner, member, fiduciary, agent, or employee of the Corporation or other enterprise shall not be imputed to Indemnitee for the purposes of determining his or her right to indemnification.

Presumptions. (A) Section 11.1. In making a determination with respect determining whether Indemnitee is entitled to entitlement or indemnification hereunderunder this Agreement, the person or entity persons making such the determination shall must presume that the Indemnitee is entitled to indemnification under this Agreement and the Company shall have Corporation has the burden of proof to overcome such that presumption. Moreover, if at any time during the two (2) year period prior to the date of any written application for indemnification submitted by Indemnitee in connection with a particular Proceeding or other matter there shall have occurred a Change of Control, the foregoing presumption may only be overcome by clear and convincing evidence. Neither of the following is a defense to an action seeking a determination granting indemnity to Indemnitee or creates a presumption that Indemnitee has not met the applicable standard of conduct: (i) the failure of the Corporation (including its directors or Independent Counsel) to have made a determination before the beginning of an action seeking a ruling that indemnification is proper nor (ii) an actual determination by the Corporation (including its directors or Independent Counsel) that Indemnitee has not met the applicable standard of conduct. (B) Section 11.2. If the person persons or entity making the determination selected under Article X of this Agreement to determine whether the Indemnitee is entitled to indemnification shall has not have made a determination within 60 thirty (30) days after receipt by the Company Corporation of the request thereforefor it, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be is entitled to such indemnification, absent: absent (i) a misstatement by the Indemnitee of a material fact, fact or an omission of a material fact necessary to make the Indemnitee’s statement his or her statements not materially misleading, misleading made in connection with the request for indemnification, indemnification (which misstatement or omission is shown by the Corporation to be of sufficient importance that it would likely alter the applicable determination) or (ii) a prohibition of such final judicial determination that indemnification is expressly prohibited under applicable law. Such 60-The thirty (30) day period may be extended for a reasonable time, not to exceed an fifteen (15) additional 30 days, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto, Section 11.3. The foregoing provisions of this paragraph 7(B) shall not apply: (i) if the determination of entitlement to indemnification is to be made by the shareholders and if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of this Agreement. (C) The termination of any Proceeding or of any claim, issue or matter claim therein, by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall does not (except as otherwise expressly provided elsewhere in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not meet any particular standard of conduct, did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe his or her conduct was unlawful. Section 11.4. In determining good faith, Indemnitee must be deemed to have acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation if Indemnitee’s action is based on the records or books of account of the Corporation, including financial statements, or on information, opinions, reports or statements supplied to Indemnitee by the directors or officers of the Corporation or other enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or the enterprise or on information or records given or reports made by an independent certified public accountant or by an appraiser or other expert. Section 11.5. The knowledge and actions or failures to act of any other director, officer, trustee, partner, member, fiduciary, agent or employee of the Corporation or other enterprise shall not be imputed to Indemnitee for the purposes of determining his or her right to indemnification.

Presumptions. (Aa) In making a the determination with respect whether Idemnitee is entitled to entitlement or indemnification hereunderindemnification, the person or entity making such the determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and met any applicable standard of conduct required for indemnification, unless the Company shall have the burden of proof to overcome such presumptionaffirmatively shown by clear and convincing evidence that Indemnitee did not meet that standard. (Bb) If the person or entity making the determination whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 thirty (30) days after receipt by the Company of the request thereforetherefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. Such 60-day thirty (30)-day period may be extended for a reasonable time, not to exceed an additional 30 ten (10) days, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(BSection 4(b) shall not apply: (i) if the determination of entitlement to indemnification is to be made by the shareholders and if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) apply if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(BSection 3(b) of this Agreement. (Cc) The termination of any Proceeding proceeding or of any claim, issue or matter therein, therein by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere contedere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect create a presumption that Indemnitee did not act in good faith and in a manner which such Indemnitee reasonably believed to be in or not opposed to the right best interests of the Company and its stockholders, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to indemnificationbelieve that such Indemnitee’s conduct was unlawful. (d) Indemnitee’s conduct with respect to an employee benefit plan for a purpose that Indemnitee 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. (e) For purposes of any determination hereunder, Indemnitee shall be deemed to have acted in good faith and in a manner that Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and its stockholders, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such conduct was unlawful, if such action was based on (i) the records or books of account of the Company or another person, including financial statements, (ii) information supplied to the Indemnitee by the officers of the Company or another person in the course of their duties, (iii) the advice of legal counsel for the Company (including its general counsel) 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.

Presumptions. (Ai) In Upon making a any request for indemnification or advancement of Expenses under this Agreement, Indemnitee shall be presumed to be entitled to such indemnification or advancement of Expenses, as the case may be, under this Agreement and, in connection with any determination with respect to entitlement or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and Section 4(c) hereof, the Company shall have the burden burdens of proof coming forward with evidence and of persuasion to overcome that presumption in connection with the making by any Person of any determination contrary to that presumption. Neither the failure of any Person 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 any Person that Indemnitee has not met any applicable standard of conduct, shall be a defense to any such presumptionaction by Indemnitee or create a presumption that Indemnitee has not met the applicable standard of conduct. (Bii) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee's action is based on the records or books of account of any Enterprise, including financial statements, or on information supplied to Indemnitee by the officers, directors or employees of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert selected by such Enterprise. The provisions of this Section 3(b) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement. (iii) If the person Person empowered or entity making the determination selected under Section 4(c) hereof to determine whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 twenty (20) calendar days after receipt by the Company of the request thereforetherefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: absent (iA) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s 's statement not materially misleading, in connection with the request for indemnification, or (iiB) a prohibition of such indemnification under applicable law. Such 60-day period may be extended for a reasonable time. (iv) The knowledge and/or actions, not or failure to exceed an additional 30 daysact, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(B) any other Fiduciary shall not apply: (i) if the determination be imputed to Indemnitee for purposes of entitlement determining any right to indemnification is to be made by the shareholders and if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of under this Agreement. (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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. (A) In making a determination with respect to entitlement or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and the Company Presidio shall have the burden of proof to overcome such presumption. (B) If the person or entity making the determination whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 sixty (60) days after receipt by the Company Presidio of the request thereforetherefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s 's statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. Such 60-day sixty (60)-day period may be extended for a reasonable time, not to exceed an additional 30 thirty (30) days, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(B6(B) shall not apply: (i) if the determination of entitlement to indemnification is to be made by the shareholders and if within 15 fifteen (15) days after receipt by the Company Presidio of the request for such determination the Board of Directors Trustees resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 seventy-five (75) days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B5(B) of this Agreement. (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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. (Aa) In making a determination with respect to the Indemnitee’s entitlement or to indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement Agreement, and the Company shall have the burden of proof to overcome such presumption. (Bb) If the person or entity making the determination whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 sixty (60) days after receipt by the Company of the request thereforetherefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: in the absence of (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable Maryland law. Such 60-day The sixty (60)-day period may be extended for a reasonable time, not to exceed an additional 30 thirty (30) days, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of relevant documentation and/or information relating theretoand information. The foregoing provisions of this paragraph 7(BSection 8(b) shall not apply: (i) apply if the determination of entitlement to indemnification is to be made by the shareholders stockholders and if within 15 fifteen (15) days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders stockholders for consideration at an annual or special meeting thereof to be held within 75 seventy-five (75) days after the date of such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of this Agreement. (Cc) The termination of any Proceeding or of any claim, 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 Agreement) of by itself adversely affect the right of the Indemnitee to indemnification. (d) The knowledge or actions, or failure to act, of any director, officer, agent or employee of the Company or of any director, officer, partner, trustee, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise with respect to which the Indemnitee is serving at the request of the Company, in each case other than the Indemnitee, shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. (e) For purposes of any determination hereunder, the Indemnitee shall, without limitation, be deemed to have acted in good faith and without deliberate dishonesty and, with respect to any criminal proceeding, to have had no reasonable cause to believe that the act or omission was unlawful, if (i) in performing his or her duties, the Indemnitee relied on any information, opinion, report or statement, including any financial statement or other financial data, prepared or presented by (A) an officer or employee of the Company whom the Indemnitee reasonably believed to be reliable and competent in the matter presented, (B) a lawyer, public accountant or other person as to a matter which the Indemnitee reasonably believed to be within the person’s professional or expert competence or (C) in the event that the Indemnitee is a director of the Company, a committee of the Board of Directors on which the Indemnitee does not serve, as to a matter within its designated authority, if the Indemnitee reasonably believed the committee to merit confidence and (ii) the Indemnitee did not have any knowledge concerning the matter in question which would cause such reliance to be unwarranted. (f) The Company acknowledges that its operations are subject to various state and local rent control laws and other similar regulations (collectively the “Regulatory Laws”), some of which include criminal sanctions for non-compliance. With respect to the Regulatory Laws, the Indemnitee shall not be construed to have reasonable cause to believe that the Indemnitee’s acts or omissions were unlawful, and the Indemnitee shall therefore be presumed to be entitled to indemnification, if the Indemnitee acted in good faith or the act or omission complained of arose out of rent increases or other activities in the ordinary course of the Company’s operations.

Presumptions. (A) In making the event that, under Delaware Law, the entitlement of Indemnitee to be indemnified hereunder shall depend upon whether Indemnitee shall have acted in good faith and in a determination manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or Another Enterprise, as applicable, and with respect to entitlement criminal Proceedings, had no reasonable cause to believe Indemnitee’s conduct was unlawful, or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and the Company shall have acted in accordance with some other defined standard of conduct, or whether fees and disbursements of counsel and other costs and amounts are reasonable, the burden of proof of establishing that Indemnitee has not acted in accordance with such standard and that such costs and amounts are unreasonable shall rest with the Company, and Indemnitee shall be conclusively presumed to overcome have acted in accordance with such presumption. (B) If the person or entity making the determination whether the standard, such costs and amounts shall be conclusively presumed to be reasonable and Indemnitee is shall be entitled to indemnification unless, and only unless, based upon clear and convincing evidence, it shall not have made be determined by a determination within 60 days court of competent jurisdiction (after receipt by the Company exhaustion or expiration of the request thereforetime for filing of all appeals) that Indemnitee has not met such standard or, with respect to the requisite determination amount of entitlement indemnification, that such costs and amounts are not reasonable (in which case Indemnitee shall be indemnified to indemnification the extent such costs and amounts are determined by such court to be reasonable). In addition, and without in any way limiting the provisions of this Section 4, Indemnitee shall be deemed to have been made acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the Indemnitee shall be entitled best interests of the Company or Another Enterprise, as applicable, or, with respect to such indemnificationany criminal Proceeding to have had no reasonable cause to believe Indemnitee’s conduct was unlawful, absent: if Indemnitee’s action is based on (i) a misstatement by the Indemnitee records or books of a material factaccount of the Company or Another Enterprise, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition information supplied to Indemnitee by the officers of such indemnification under applicable law. Such 60-day period may be extended for a reasonable timethe Company or Another Enterprise in the course of their duties, not to exceed an additional 30 days, if (iii) the person or entity making said determination in good faith requires additional time advice of legal counsel for the obtaining Company or evaluating of documentation and/or Another Enterprise or (iv) information relating theretoor 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. The foregoing provisions of this paragraph 7(B) Section 4 shall not apply: (i) if the determination of entitlement to indemnification is be deemed to be made by exclusive or to limit in any way the shareholders and circumstances in which a person may be deemed to have met the applicable standard of conduct, if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meetingapplicable, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of this Agreementunder Delaware Law. (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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. (A) A. In making a determination with respect to entitlement or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome such presumptionpresumption by clear and convincing evidence. It shall be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Without limitation of the foregoing, Xxxxxxxxxx shall be deemed to have acted in good faith if Xxxxxxxxxx’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge or actions, or failure to act, of any director, trustee, manager, partner, officer, employee, agent or fiduciary of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (B) B. If the person or entity making the determination whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 days after receipt by the Company of the request therefore, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. Such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(BParagraph 6(B) shall not apply: (i) if the determination of entitlement to indemnification is to be made by the shareholders stockholders and if within 15 days after receipt by the Company of the request for such determination determination, the Board of Directors resolves to submit such determination to the shareholders stockholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(BParagraph 5(B) of this Agreement. (C) 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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification. In the event that any Proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration), it shall be presumed that Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions. (A) In making a determination with respect to entitlement or to indemnification hereunderunder this agreement, the person or persons or entity making such determination shall will presume that the Indemnitee is entitled to indemnification under this Agreement and the Company shall agreement. Anyone seeking to overcome this presumption will have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by the board or independent counsel) to overcome such presumption. (B) If the person or entity making the determination whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 days after receipt 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 the board or independent counsel) that Indemnitee has not met such applicable standard of conduct, will be a defense to the request therefore, action or create a presumption that Indemnitee has not met the requisite determination applicable standard of entitlement to indemnification shall conduct. Indemnitee will be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. Such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or entity making said determination acted in good faith requires additional time if Indemnitee’s action is based on the records or books of account of the Company or Relevant Company (as the case may be), including financial statements, or on information supplied to Indemnitee by the officers of the Company or Relevant Company (as the case may be) in the course of their duties, or on the advice of legal counsel for the obtaining Company or evaluating Relevant Company (as the case may be) or on information or records given or reports made to the Company or Relevant Company (as the case may be) by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or Relevant Company (as the case may be). In addition, the knowledge and actions, or failure to act, of documentation and/or information relating theretoany director, officer, agent, or employee of the Company or Relevant Company (as the case may be) will not be imputed to Indemnitee for purposes of determining the right to indemnification under this agreement. The Whether or not the foregoing provisions of this paragraph 7(BSection 2.2(b) shall not apply: (i) if the determination of entitlement to indemnification is are satisfied, it will in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to be made by in, or not opposed to, the shareholders and if within 15 days after receipt by the Company best interests of the request for such determination Company. Anyone seeking to overcome this presumption will have the Board burden of Directors resolves proof and the burden of persuasion by clear and convincing evidence. The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to submit such determination to avoid expense, delay, distraction, disruption, and uncertainty. In the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meetingevent that any action, claim, or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (iiincluding, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) if it will be presumed that Indemnitee has been successful on the determination merits or otherwise in such action, suit, or proceeding. Anyone seeking to overcome this presumption will have the burden of entitlement to indemnification is to be made proof and the burden of persuasion by Independent Counsel pursuant to paragraph 6(B) of this Agreement. (C) clear and convincing evidence. The termination of any Relevant Proceeding or of any claim, issue issue, or matter thereinin any Relevant Proceeding, by judgment, order, settlement, settlement or conviction, or upon on a plea of nolo contendere or its equivalent, shall will not (except as otherwise expressly provided in this Agreementagreement) of itself adversely affect the right of the Indemnitee to indemnificationindemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

Presumptions. (A) A. In making a determination with respect to entitlement or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome such presumptionpresumption by clear and convincing evidence. It shall be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Without limitation of the foregoing, Indemnitee shall be deemed to have acted in good faith if Xxxxxxxxxx’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge or actions, or failure to act, of any director, trustee, manager, partner, officer, employee, agent or fiduciary of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (B) B. If the person or entity making the determination whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 days after receipt by the Company of the request therefore, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. Such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(BParagraph 6(B) shall not apply: (i) if the determination of entitlement to indemnification is to be made by the shareholders stockholders and if within 15 days after receipt by the Company of the request for such determination determination, the Board of Directors resolves to submit such determination to the shareholders stockholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(BParagraph 5(B) of this Agreement. (C) 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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification. In the event that any Proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration), it shall be presumed that Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Presumptions. (Ai) In Upon making a any request for indemnification for Expenses and Liabilities, or advancement of Expenses under this Agreement, Indemnitee shall be presumed to be entitled to such indemnification for Expenses and Liabilities or advancement of Expenses, as the case may be, under this Agreement and, in connection with any determination with respect to entitlement or to indemnification hereunderunder Section 4(c) below, the person Company shall have the burdens of coming forward with evidence and by a preponderance of the evidence to overcome that presumption in connection with the making by any Person of any determination contrary to that presumption. It shall not be a defense or entity making admissible as evidence in any such action by Indemnitee, nor shall it create a presumption that Indemnitee has not met the applicable standard of conduct, if (i) any Person fails to have made such 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, or (ii) any Person fails to make an actual determination that Indemnitee has not met any applicable standard of conduct. (ii) For purposes of any determination of good faith, Indemnitee shall presume that be deemed to have acted in good faith if Indemnitee’s action is based on (w) the records or books of account of any Enterprise, including, without limitation, financial statements, (x) information supplied to Indemnitee by the officers, employees or other appropriate agents of such Enterprise in the course of their duties, or (y) the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert selected by such Enterprise. The provisions of this Section 3(b) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement. (iii) If the Person empowered or selected under Section 4(c) below to determine whether Indemnitee is entitled to indemnification under this Agreement for Liabilities and the Company shall have the burden Expenses or advancement of proof to overcome such presumption. (B) If the person or entity making the determination whether the Indemnitee is entitled to indemnification Expenses shall not have made a determination within 60 twenty (20) calendar days after receipt by the Company of the request thereforetherefor, the requisite determination of entitlement to indemnification for Liabilities and Expenses or advancement of Expenses shall be deemed to have been made and the Indemnitee shall be entitled to such indemnificationindemnification for Liabilities and Expenses or advancement of Expenses, absent: absent (iA) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnificationindemnification for Liabilities and Expenses or advancement of Expenses, or (iiB) a prohibition of such indemnification for Liabilities and Expenses or advancement of Expenses under applicable law. Such 60; provided that such 20-day period may be extended for a reasonable time, not to exceed an additional 30 20 days, if the person Person empowered or entity making said determination selected under Section 4(c) below to determine whether Indemnitee is entitled to indemnification for Liabilities and Expenses or advancement of Expenses in good faith requires requests in writing such additional time for the obtaining or evaluating of documentation and/or information relating thereto. . (iv) The foregoing provisions knowledge and/or actions, or failure to act, of this paragraph 7(B) any other Fiduciary shall not apply: (i) if the determination be imputed to Indemnitee for purposes of entitlement determining any right to indemnification is to be made by the shareholders for Liabilities and if within 15 days after receipt by the Company Expenses or advancement of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of Expenses under this Agreement. (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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. (A) In making a determination with respect to entitlement or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome such presumption. (B) If the person or entity making the determination whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 days after receipt by the Company of the request therefore, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. Such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(B) shall not apply: (i) if the determination of entitlement to indemnification is to be made by the shareholders stockholders and if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders stockholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of this Agreement. (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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. (A) Section 11.1. In making a determination with respect determining whether Indemnitee is entitled to entitlement or indemnification hereunderunder this Agreement, the person or entity persons making such the determination shall must presume that the Indemnitee is entitled to indemnification under this Agreement and the Company shall have Corporation has the burden of proof to overcome such that presumption. Moreover, if at any time during the two-year period prior to the date of any written application for indemnification submitted by Indemnitee in connection with a particular Proceeding or other matter there shall have occurred a Change of Control, the foregoing presumption may only be overcome by clear and convincing evidence. Neither of the following is a defense to an action seeking a determination granting indemnity to Indemnitee or creates a presumption that Indemnitee has not met the applicable standard of conduct: (i) the failure of the Corporation (including its directors or Independent Counsel) to have made a determination before the beginning of an action seeking a ruling that indemnification is proper nor (ii) an actual determination by the Corporation (including its directors or Independent Counsel) that Indemnitee has not met the applicable standard of conduct. (B) Section 11.2. If the person persons or entity making the determination selected under Article X of this Agreement to determine whether the Indemnitee is entitled to indemnification shall has not have made a determination within 60 thirty (30) days after receipt by the Company Corporation of the request thereforefor it, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be is entitled to such indemnification, absent: absent (i) a misstatement by the Indemnitee of a material fact, fact or an omission of a material fact necessary to make the Indemnitee’s statement his or her statements not materially misleading, misleading made in connection with the request for indemnification, indemnification (which misstatement or omission is shown by the Corporation to be of sufficient importance that it would likely alter the applicable determination) or (ii) a prohibition of such final judicial determination that indemnification is expressly prohibited under applicable law. Such 60The 30-day period may be extended for a reasonable time, not to exceed an fifteen (15) additional 30 days, if the person persons or entity making said the determination in good faith requires the additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(B) shall not apply: (i) if the determination of entitlement to indemnification is to be made by the shareholders and if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual documents or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of this Agreementinformation. (C) Section 11.3. The termination of any Proceeding or of any claim, issue or matter claim therein, by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall does not (except as otherwise expressly provided elsewhere in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not meet any particular standard of conduct, did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe his or her conduct was unlawful. Section 11.4. In determining good faith, Indemnitee must be deemed to have acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation if Indemnitee’s action is based on the records or books of account of the Corporation, including financial statements, or on information, opinions, reports or statements supplied to Indemnitee by the directors or officers of the Corporation or any other enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or the enterprise or on information or records given or reports made by an independent certified public accountant or by an appraiser or other expert. Section 11.5. The knowledge and actions or failures to act of any other director, officer, trustee, partner, member, fiduciary, agent or employee of the Corporation or other enterprise shall not be imputed to Indemnitee for the purposes of determining his or her right to indemnification.

Presumptions. (Ai) In Upon making a any request for indemnification under this Agreement, Indemnitee shall be presumed to be entitled to such indemnification and, in connection with any determination with respect to entitlement or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and Section 4(c) hereof, the Company shall have the burden burdens of proof coming forward with clear and convincing evidence and of persuasion to overcome that presumption in connection with the making by any Person of any determination contrary to that presumption. Neither the failure of any Person to have made such presumptiondetermination 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 any Person that Indemnitee has not met any applicable standard of conduct, shall be a defense to any such action by Indemnitee or create a presumption that Indemnitee has not met the applicable standard of conduct. (Bii) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of any Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an OMA-297078-2 appraiser or other expert selected by such Enterprise. The provisions of this Section 3(b) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement. (iii) If the person Person empowered or entity making the determination selected under Section 4(c) hereof to determine whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 ninety (90) calendar days after receipt by the Company of final determination in the request thereforeProceeding, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: absent (iA) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (iiB) a prohibition of such s uch indemnification under applicable law. Such 60-day period may be extended for a reasonable time. (iv) The knowledge and/or actions, not or failure to exceed an additional 30 daysact, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(B) any other Fiduciary shall not apply: (i) if the determination be imputed to Indemnitee for purposes of entitlement determining any right to indemnification is to be made by the shareholders and if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of under this Agreement. (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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. (Aa) In making a determination with respect Indemnitee shall be presumed to entitlement or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is be entitled to indemnification under for any act or omission covered in Section 1 or 2 of this Agreement and the Company shall have the Agreement. The burden of proof of establishing that Indemnitee is not entitled to overcome such presumptionindemnification because of the failure to fulfill some requirement of Maryland law, the Trust’s Declaration of Trust or by-laws as in effect on the date of execution hereof, or this Agreement shall be on the Trust. (Bb) If the person or entity making the determination whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 sixty (60) days after receipt by the Company Trust of the request thereforetherefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. Such 60-day sixty (60)-day period may be extended for a reasonable time, not to exceed an additional 30 thirty (30) days, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(BSection 4(b) shall not apply: (i) if the determination of entitlement to indemnification is to be made by the shareholders and if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) apply if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(BSection 3(b) of this Agreement. (Cc) The termination of any Proceeding proceeding or of any claim, issue or matter therein, therein by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere contedere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which such Indemnitee reasonably believed to be in or not opposed to the best interests of the Trust and its shareholders, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that such Indemnitee’s conduct was unlawful. (d) Indemnitee’s conduct with respect to an employee benefit plan for a purpose that Indemnitee 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 Trust and its shareholders. (e) For purposes of any determination hereunder, Indemnitee shall be deemed to have acted in good faith and in a manner that Indemnitee reasonably believed to be in or not opposed to the best interests of the Trust and its shareholders, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such conduct was unlawful, if such action was based on (i) the records or books of account of the Trust or another person, including financial statements, (ii) information supplied to the Indemnitee by the officers of the Trust or another person in the course of their duties, (iii) the advice of legal counsel for the Trust or another person, or (iv) information or records given or reports made to indemnificationthe Trust or another person by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Trust or another person.

Presumptions. (A) In making the event that, under Applicable Law, the entitlement of Director to be indemnified hereunder shall depend upon whether Director shall have acted in good faith and in a determination manner Director reasonably believed to be in or not opposed to the best interests of the Companies and with respect to entitlement criminal Proceedings, had no reasonable cause to believe Director’s conduct was unlawful, or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and the Company shall have acted in accordance with some other defined standard of conduct, or whether fees and disbursements of counsel and other costs and amounts are reasonable, the burden of proof of establishing that Director has not acted in accordance with such standard and that such costs and amounts are unreasonable shall rest with the Companies, and Director shall be presumed to overcome have acted in accordance with such presumption. (B) If the person or entity making the determination whether the Indemnitee is standard, such costs and amounts shall be conclusively presumed to be reasonable and Director shall be entitled to indemnification unless, and only unless, based upon clear and convincing evidence, it shall not have made be determined by a determination within 60 days court of competent jurisdiction (after receipt by the Company exhaustion or expiration of the request thereforetime for filing of all appeals) that Director has not met such standard or, with respect to the requisite determination amount of entitlement indemnification, that such costs and amounts are not reasonable (in which case Director shall be indemnified to indemnification the extent such costs and amounts are determined by such court to be reasonable). In addition, and without in any way limiting the provisions of this Section 6(c), Director shall be deemed to have been made acted in good faith and in a manner Director reasonably believed to be in or not opposed to the Indemnitee shall be entitled best interests of the Companies or, with respect to such indemnificationany criminal Proceeding to have had no reasonable cause to believe Director’s conduct was unlawful, absent: if Director’s action is based on (i) a misstatement information supplied to Director by the Indemnitee officers of a material factthe Companies in the course of their duties, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition the advice of such indemnification under applicable law. Such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or entity making said determination in good faith requires additional time legal counsel for the obtaining Companies or evaluating of documentation and/or (iii) information relating theretoor records given or reports made to the Companies by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Companies. The foregoing provisions of this paragraph 7(BSection 6(c) shall not apply: (i) if the determination of entitlement to indemnification is be deemed to be made by exclusive or to limit in any way the shareholders and circumstances in which a person may be deemed to have met the applicable standard of conduct, if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meetingapplicable, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of this Agreementunder Applicable Law. (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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. (A) In making a determination with respect to entitlement or indemnification hereunder, the person or entity making such determination It shall presume be presumed that the Indemnitee is entitled to indemnification and advancement of Expenses under this Agreement (notwithstanding any Adverse Determination), and the Company Indemnitor or any other person or entity challenging such right shall have the burden of proof to overcome such that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. (B) If the person or entity making the determination whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 days after receipt by the Company of the request therefore, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. Such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(B) shall not apply: (i) if the determination of entitlement to indemnification is to be made by the shareholders and if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of this Agreement. (C) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement, or convictionconviction against the Indemnitee, or upon a plea by the Indemnitee of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that the Indemnitee to did not meet the requisite standard of conduct described herein for indemnification. (C) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such Proceeding with or without payment of money or other consideration), it shall be conclusively presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding for purposes of indemnification under paragraph 2(B). (D) For purposes of any determination as to Indemnitee’s entitlement of indemnification, Indemnitee shall be presumed to have met the standard of conduct for indemnification if, among other things and without limitation, Indemnitee relied on any information, opinion, report or statement, including any financial statement or other financial data or the records or books of account of the Company, prepared or presented by an officer or employee of the Company or any enterprise whom Indemnitee reasonably believed to be reliable and competent in the matters presented, by a lawyer, certified public accountant, appraiser or other person or expert, as to a matter which Indemnitee reasonably believed to be within the person’s professional or expert competence. The provisions of this paragraph 5 shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee met, or is presumed to have met, the applicable standard of conduct set forth in this Agreement. The Indemnitee hereby undertakes to repay (without interest) any amounts expended by Indemnitor in the defense of such Proceeding to the extent that it is ultimately determined (in a final, non-appealable decision) that Indemnitee is not entitled under this Agreement to be indemnified by the Company in respect thereof. No other form of undertaking shall be required of Indemnitee other than the execution of this Agreement.

Presumptions. (A) In making the event that, under Applicable Law, the entitlement of Director to be indemnified hereunder shall depend upon whether Director shall have acted in good faith and in a determination manner Director reasonably believed to be in or not opposed to the best interests of the Companies and with respect to entitlement criminal Proceedings, had no reasonable cause to believe Director’s conduct was unlawful, or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and the Company shall have acted in accordance with some other defined standard of conduct, or whether fees and disbursements of counsel and other costs and amounts are reasonable, the burden of proof of establishing that Director has not acted in accordance with such standard and that such costs and amounts are unreasonable shall rest with the Companies, and Director shall be presumed to overcome have acted in accordance with such presumption. (B) If the person or entity making the determination whether the Indemnitee is standard, such costs and amounts shall be conclusively presumed to be reasonable and Director shall be entitled to indemnification unless, and only unless, based upon clear and convincing evidence, it shall not have made be determined by a determination within 60 days court of competent jurisdiction (after receipt by the Company exhaustion or expiration of the request thereforetime for filing of all appeals) that Director has not met such standard or, with respect to the requisite determination amount of entitlement indemnification, that such costs and amounts are not reasonable (in which case Director shall be indemnified to indemnification the extent such costs and amounts are determined by such court to be reasonable). In addition, and without in any way limiting the provisions of this Section 6(c), Director shall be deemed to have been made acted in good faith and in a manner Director reasonably believed to be in or not opposed to the Indemnitee shall be entitled best interests of the Companies or, with respect to such indemnificationany criminal Proceeding to have had no reasonable cause to believe Director’s conduct was unlawful, absent: if Director’s action is based on (i) a misstatement information supplied to Director by the Indemnitee officers of a material factthe Companies in the course of his duties, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition the advice of such indemnification under applicable law. Such 60-day period may be extended legal counsel for a reasonable time, not to exceed an additional 30 days, if the person Director or entity making said determination in good faith requires additional time for the obtaining Companies or evaluating of documentation and/or (iii) information relating theretoor records given or reports made to the Companies by an independent certified public accountant, an appraiser, a financial advisor, an investment banker or other expert selected with reasonable care by the Companies. The foregoing provisions of this paragraph 7(BSection 6(c) shall not apply: (i) if the determination of entitlement to indemnification is be deemed to be made by exclusive or to limit in any way the shareholders and circumstances in which a person may be deemed to have met the applicable standard of conduct, if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meetingapplicable, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of this Agreementunder Applicable Law. (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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. (Ai) In Upon making a any request for indemnification under this Agreement, Indemnitee shall be presumed to be entitled to such indemnification and, in connection with any determination with respect to entitlement or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and Section 4(c) hereof, the Company shall have the burden burdens of proof coming forward with clear and convincing evidence and of persuasion to overcome that presumption in connection with the making by any Person of any determination contrary to that presumption. Neither the failure of any Person to have made such presumptiondetermination 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 any Person that Indemnitee has not met any applicable standard of conduct, shall be a defense to any such action by Indemnitee or create a presumption that Indemnitee has not met the applicable standard of conduct. (Bii) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of any Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert selected by such Enterprise. The provisions of this Section 3(b) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement. (iii) If the person Person empowered or entity making the determination selected under Section 4(c) hereof to determine whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 ninety (90) calendar days after receipt by the Company of final determination in the request thereforeProceeding, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: absent (iA) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii( B) a prohibition of such indemnification under applicable law. Such 60-day period may be extended for a reasonable time. (iv) The knowledge and/or actions, not or failure to exceed an additional 30 daysact, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(B) any other Fiduciary shall not apply: (i) if the determination be imputed to Indemnitee for purposes of entitlement determining any right to indemnification is to be made by the shareholders and if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of under this Agreement. (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 nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

Presumptions. (A) Section 11.1. In making a determination with respect determining whether Indemnitee is entitled to entitlement or indemnification hereunderunder this Agreement, the person or entity persons making such the determination shall must presume that the Indemnitee is entitled to indemnification under this Agreement and the Company shall have Corporation has the burden of proof to overcome such that presumption. Moreover, if at any time during the two-year period prior to the date of any written application for indemnification submitted by Indemnitee in connection with a particular Proceeding or other matter there shall have occurred a Change of Control, the foregoing presumption may only be overcome by clear and convincing evidence. Neither of the following is a defense to an action seeking a determination granting indemnity to Indemnitee or creates a presumption that Indemnitee has not met the applicable standard of conduct: (i) the failure of the Corporation (including its directors or Independent Counsel) to have made a determination before the beginning of an action seeking a ruling that indemnification is proper nor (ii) an actual determination by the Corporation (including its directors or Independent Counsel) that Indemnitee has not met the applicable standard of conduct. (B) Section 11.2. If the person persons or entity making the determination selected under Article X of this Agreement to determine whether the Indemnitee is entitled to indemnification shall has not have made a determination within 60 thirty (30) days after receipt by the Company Corporation of the request thereforefor it, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be is entitled to such indemnification, absent: absent (i) a misstatement by the Indemnitee of a material fact, fact or an omission of a material fact necessary to make the Indemnitee’s statement his or her statements not materially misleading, misleading made in connection with the request for indemnification, indemnification (which misstatement or omission is shown by the Corporation to be of sufficient importance that it would likely alter the applicable determination) or (ii) a prohibition of such final judicial determination that indemnification is expressly prohibited under applicable law. Such 60The 30-day period may be extended for a reasonable time, not to exceed an fifteen (15) additional 30 days, if the person persons or entity making said the determination in good faith requires the additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(B) shall not apply: (i) if the determination of entitlement to indemnification is to be made by the shareholders and if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual documents or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) of this Agreementinformation. (C) Section 11.3. The termination of any Proceeding or of any claim, issue or matter claim therein, by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall does not (except as otherwise expressly provided elsewhere in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not meet any particular standard of conduct, did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe his or her conduct was unlawful. Section 11.4. In determining good faith, Indemnitee must be deemed to have acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation if Indemnitee’s action is based on the records or books of account of the Corporation, including financial statements, or on information, opinions, reports or statements supplied to Indemnitee by the directors or officers of the Corporation or other enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or the enterprise or on information or records given or reports made by an independent certified public accountant or by an appraiser or other expert. Section 11.5. The knowledge and actions or failures to act of any other director, officer, trustee, partner, member, fiduciary, agent or employee of the Corporation or other enterprise shall not be imputed to Indemnitee for the purposes of determining his or her right to indemnification.

Presumptions. (Aa) In making a determination with respect to entitlement or indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and the Company GLCA shall have the burden of proof to overcome such presumption. (Bb) If the person or entity making the determination whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 sixty (60) days after receipt by the Company GLCA of the request thereforetherefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. Such 60-day sixty (60)-day period may be extended for a reasonable time, not to exceed an additional 30 thirty (30) days, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 7(B7(b) shall not apply: (i) if the determination of entitlement to indemnification is to be made by the shareholders and if within 15 days after receipt by the Company of the request for such determination the Board of Directors resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) apply if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B6(b) of this Agreement. (Cc) 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 Agreement) of itself adversely affect the right of the Indemnitee to indemnification.