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

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the last sentence of Section 8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 8(b)) in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (C) if so directed by the Board of Directors, by the stockholders of the Company; or (iii) as provided in Section 9(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to Indemnification, payment to Indemnitee shall be made within 10 days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorney's fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof, the Independent Counsel shall be selected as provided in this Section 8(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 7 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 18 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been selected without objection, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 8(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this AgreementAgreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, Corporation shall promptly upon receipt of any such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the last sentence of Section 8(a9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's ’s entitlement thereto shall be made in the specific such case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 8(b)9(b) in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee); (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined)Directors, or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable orobtainable, or even if such quorum is obtainable, if such quorum of Disinterested Directors so directs, either (x) by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee, or (Cy) if so directed by the Board of Directors, by the stockholders of the CompanyCorporation, as determined by such quorum of Disinterested Directors, or a quorum of the Board, as the case may be; or (iii) as provided in Section 9(b10(c) of this Agreement; and, if . If it is so determined that Indemnitee is entitled to Indemnificationindemnification, payment to Indemnitee shall be made within 10 ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's ’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable reasonably advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorney's attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee's ’s entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereofIf required, the Independent Counsel shall be selected as provided in this Section 8(c). If follows: (i) if a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company Corporation shall give written notice to Indemnitee advising him Indemnitee of the identity of the Independent Counsel so selected. If ; or (ii) if a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event the preceding sentence (i) shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, may within 7 seven (7) calendar days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground grounds that the Independent Counsel so selected does not meet the requirements of "“Independent Counsel" ” as defined in Section 18 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court of competent jurisdiction has determined that such objection is without merit. If, within 20 twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a9(a) hereof, no Independent Counsel shall have been selected without objectionand not objected to, either the Company Corporation or Indemnitee may petition the Chancery Court of Chancery of the State of Delaware or other court of competent jurisdiction jurisdiction, for resolution of any objection which shall have been made by the Company Corporation or Indemnitee to the other's ’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court such court or by such other person as the Court such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b9(b) hereof. The Company Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting its actions pursuant to Section 8(b) hereofthis Agreement, and the Company Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding or arbitration pursuant to Section 10(a)(iii11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the last sentence of Section 8(a7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or determination shall be made in the manner provided for below in clauses clause (ii) or (iii) of this Section 8(b7(b)) in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee); (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of the Disinterested Directors (as hereinafter defined), or even though less than a quorum, (B) if a quorum of the Board of Directors consisting of no Disinterested Directors is not obtainable orexist, or even if obtainableDisinterested Directors exist, if such quorum of Disinterested Directors so directsdirect, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee, or (C) if so directed by the Board of Directors, by the stockholders of the CompanyCorporation; or (iii) as provided in Section 9(b8(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to Indemnificationindemnification, payment to Indemnitee shall be made within 10 ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorney's attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee's entitlement to indemnification) ), and the Company Corporation hereby indemnifies and agrees to hold harmless Indemnitee harmless therefrom. (c) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b7(b) hereofof this Agreement, the Independent Counsel shall be selected as provided in this Section 8(c7(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company Corporation shall give written notice to Indemnitee advising him Indemnitee of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within 7 seven (7) days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements requirement of "Independent Counsel" as defined in Section 18 14 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a7(a) hereofof this Agreement, no Independent Counsel shall have been selected without objectionor, if selected, shall have been objected to, in accordance with this Section 7(c), either the Company Corporation or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which that shall have been made by the Company Corporation or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so favorably resolved or the person so appointed shall act as Independent Counsel under Section 8(b7(b) hereofof this Agreement. The Company Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 8(b7(b) hereofof this Agreement, and the Company Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c7(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a)(iii9(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To Except in relation to a claim of indemnity under section 4 of this Agreement, to obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by . The Indemnitee shall be conclusively presumed to have met the relevant standards of conduct required under applicable law for indemnification pursuant to this Agreement, unless a determination is made that the last sentence of Section 8(a) hereof, a determination, if required Indemnitee h as not met such standards by applicable law, with respect to Indemnitee's entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or of the stockholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 8(b)) in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors Company by a majority vote of a quorum thereof consisting of Disinterested Directors members who were not parties to such proceeding; (as hereinafter defined), or (Bii) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (C) if so directed by the Board of Directors, by the stockholders of the CompanyCompany by a majority vote; or (iii) as provided in Section 9(b) by an order or decree of this Agreement; and, if it is so determined that Indemnitee is entitled to Indemnification, payment to Indemnitee shall be made within 10 days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorney's fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective court of the determination as to Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefromcompetent jurisdiction. (cb) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof, the Independent Counsel shall be selected as provided in this Section 8(c). If a Change of Control The Company shall not have occurred, be required to obtain the Independent Counsel shall be selected by the Board consent of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 7 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 18 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been selected without objection, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other's selection settlement of Independent Counsel and/or any Proceeding the Company has undertaken to defend if the Company assumes full and sole responsibility for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, settlement and the person with settlement grants Indemnitee a complete and unqualified release in respect to whom an objection is so resolved or of the person so appointed shall act as Independent Counsel under Section 8(b) hereofpotential liability. The Company shall pay not be liable for any and all reasonable fees and expenses amount paid by the Indemnitee in settlement of Independent Counsel incurred any Proceeding that is not defended by such Independent Counsel in connection with acting pursuant to Section 8(b) hereofthe Company, and unless the Company has consented to such settlement, which consent shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a)(iii) of this Agreement, Independent Counsel shall not be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing)unreasonably withheld.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreementthe Agreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company Corporation shall, promptly upon receipt of any such a request for indemnification, advise the Board of Directors board in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the last sentence of Section 8(a9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's ’s entitlement thereto shall be made in the specific such case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or stockholders in the manner provided for in clauses (ii) or (iii) of this or the Section 8(b9(b)) in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined)Directors, or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable orobtainable, or even if such quorum is obtainable, if such quorum of Disinterested Directors so directs, either (x) by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee, or (Cy) if so directed by the Board of Directors, by the stockholders of the CompanyCorporation, as determined by such quorum of Disinterested Directors, or a quorum of the Board, as the case may be; or (iii) as provided in Section 9(b10(b) of this the Agreement; and, if . If it is so determined that Indemnitee is entitled to Indemnificationindemnification, payment to Indemnitee shall be made within 10 thirty (30) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's ’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorney's attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne home by the Company Corporation (irrespective of the determination as to Indemnitee's ’ s entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereofIf required, the Independent Counsel shall be selected as provided in this Section 8(c). If follows: (i) if a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board by a majority vote of Directors, a quorum consisting of Disinterested Directors and the Company Corporation shall give written notice to Indemnitee advising him Indemnitee of the identity of the Independent Counsel so selected. If ; or (ii) if a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event the preceding sentence (i) shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within 7 seven (7) days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "“Independent Counsel" ” as defined in Section 18 1 of this the Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a9(a) hereof, no Independent Counsel shall have been selected without objectionand not objected to, either the Company Corporation or Indemnitee may petition the Court of Chancery of the State of Delaware Delaware, or other any court in the Commonwealth of competent jurisdiction Massachusetts in which such petition would be cognizable, for resolution of any objection which shall have been made by the Company Corporation or Indemnitee to the other's ’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court such court or by such other person as the Court such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b9(b) hereof. The Company Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting its actions pursuant to Section 8(b) hereofthe Agreement, and the Company Corporation shall pay all reasonable fees and expenses incident to the procedures of this the Section 8(c), 9(c) regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding or arbitration pursuant to Section 10(a)(iii11(a)(iii) of this the Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnificationindemnifica tion. The Secretary of the Company Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the last sentence of Section 8(a7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or determi nation shall be made in the manner provided for below in clauses clause (ii) or (iii) of this Section 8(b7(b)) in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee); (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of the Disinterested Directors (as hereinafter defined), or even though less than a quorum, (B) if a quorum of the Board of Directors consisting of no Disinterested Directors is not obtainable orexist, or even if obtainableDisinterested Directors exist, if such quorum of Disinterested Directors so directsdirect, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee, or (C) if so directed by the Board of Directors, by the stockholders of the CompanyCorporation; or (iii) as provided in Section 9(b8(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to Indemnificationindemnification, payment to Indemnitee shall be made within 10 ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorney's attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee's entitlement to indemnification) ), and the Company Corporation hereby indemnifies and agrees to hold harmless Indemnitee harmless therefrom. (c) In the event If the determination of entitlement to indemnification indem nification is to be made by Independent Counsel pursuant to Section 8(b7(b) hereofof this Agreement, the Independent Counsel shall be selected as provided in this Section 8(c7(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company Corporation shall give written notice to Indemnitee advising him Indemnitee of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within 7 seven (7) days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements requirement of "Independent Counsel" as defined in Section 18 14 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a7(a) hereofof this Agreement, no Independent Counsel shall have been selected without objectionor, if selected, shall have been objected to, in accordance with this Section 7(c), either the Company Corporation or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which that shall have been made by the Company Corporation or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so favorably resolved or the person so appointed shall act as Independent Counsel under Section 8(b7(b) hereofof this Agreement. The Company Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 8(b7(b) hereofof this Agreement, and the Company Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c7(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a)(iii9(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a1) To obtain indemnification under this AgreementAgreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company Corporation shall, promptly upon receipt of any such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b2) Upon written request by Indemnitee for indemnification pursuant to the last sentence of Section 8(a9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be made in the specific such case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 8(b9(b)) in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee); (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined)Directors, or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable orobtainable, or even if such quorum is obtainable, if such quorum of Disinterested Directors so directs, either (x) by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee, or (Cy) if so directed by the Board of Directors, by the stockholders of the CompanyCorporation, as determined by such quorum of Disinterested Directors, or a quorum of the Board, as the case may be; or (iii) as provided in Section 9(b10(b) of this Agreement; and, if . If it is so determined that Indemnitee is entitled to Indemnificationindemnification, payment to Indemnitee shall be made within 10 ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorney's attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c3) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereofIf required, the Independent Counsel shall be selected as provided in this Section 8(c). If follows: (i) if a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company Corporation shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If selected or (ii) if a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event the preceding sentence (i) shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within 7 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 18 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been selected without objection, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 8(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).case

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that the Indemnitee has requested indemnification. (b) Upon written request The Company shall pay the Indemnitee the appropriate Indemnified Amounts unless it is established that the Indemnitee has not met any applicable standard of conduct set forth in the Charter, MGCL, the Maryland Statute and By-laws. For purposes of determining whether the Indemnitee is entitled to Indemnified Amounts, in order to deny indemnification to the Indemnitee the Company has the burden of proof in establishing that the Indemnitee did not meet the applicable standard of conduct. In this regard, a termination of any Proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct; provided, however, that the termination of any criminal proceeding by conviction, or a pleading of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee did not meet the applicable standard of conduct. (c) Any determination that the Indemnitee has not met the applicable standard of conduct required to qualify for indemnification pursuant to the last sentence of Section 8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 8(b)) in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) either by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined)directors who were not parties of such action, suit or proceeding; or (Bii) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel (as defined herein below); provided that the manner in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (C) if so directed by the Board of Directors, by the stockholders of the Company; or (iii) as provided in Section 9(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to Indemnificationapplicable, payment to Indemnitee shall be made within 10 days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorney's fees and disbursementscounsel by which) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement right to indemnification is to be determined shall be approved in advance in writing by both the highest ranking executive officer of the Company who is not party to such action (sometimes hereinafter referred to as “Senior Officer”) and by the Indemnitee. In the event that such parties are unable to agree on the manner in which any such determination is to be made, such determination shall be made by Independent Counsel pursuant to Section 8(b) hereofretained by the Company especially for such purpose, provided that such counsel be approved in advance in writing by both the Independent Counsel said Senior Officer and the Indemnitee. The fees and expenses of counsel in connection with making said determination contemplated hereunder shall be selected as provided in this Section 8(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected paid by the Board of DirectorsCompany, and and, if requested by such counsel, the Company shall give such counsel an appropriate written agreement with respect to the payment of their fees and expenses and such other matters as may be reasonably requested by counsel. (d) The Company will use its best efforts to conclude as soon as practicable any required determination pursuant to subparagraph (c) above and promptly will advise the Indemnitee in writing with respect to any determination that the Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. Payment of any applicable Indemnified Amounts will be made to the Indemnitee within ten (10) days after any determination of the Indemnitee’s entitlement to indemnification. (e) Notwithstanding the foregoing, the Indemnitee may, at any time after sixty (60) days after a claim for Indemnified Amounts has been filed with the Company (or upon receipt of written notice that a claim for Indemnified Amounts has been rejected, if earlier) and before three (3) years after a claim for Indemnified Amounts has been filed, petition a court of competent jurisdiction to determine whether the Indemnitee advising him is entitled to indemnification under the provisions of this Agreement, and such court shall thereupon have the identity exclusive authority to make such determination unless and until such court dismisses or otherwise terminates such action without having made such determination. The court shall, as petitioned, make an independent determination of whether the Independent Counsel so selected. If a Change Indemnitee is entitled to indemnification as provided under this Agreement, irrespective of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be any prior determination made by the Board of Directors, in which event Directors or independent counsel. If the preceding sentence court shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 7 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground determine that the Independent Counsel so selected does not meet Indemnitee is entitled to indemnification as to any claim, issue or matter involved in the requirements of "Independent Counsel" as defined in Section 18 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been selected without objection, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person Proceeding with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting which there has been no prior determination pursuant to Section 8(b) hereofthis Agreement or with respect to which there has been a prior determination that the Indemnitee was not entitled to indemnification hereunder, and the Company shall pay all reasonable expenses (including attorneys’ fees and expenses incident to disbursements) actually incurred by the procedures of this Section 8(c), regardless of the manner Indemnitee in which connection with such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing)determination.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the last first sentence of Section 8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 8(b)) in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, Indemnitee or (C) if so directed by the Board of Directors, by the stockholders of the Company; or (iii) as provided in Section 9(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to Indemnification, payment to Indemnitee shall be made within 10 ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorney's attorneys, fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof, the Independent Counsel shall be selected as provided in this Section 8(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 7 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 18 17 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been selected without objection, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 8(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this AgreementAgreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of any such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the last sentence of Section 8(a9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's ’s entitlement thereto shall be made in the specific such case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholderssecurityholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 8(b9(b)) in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee); (ii) if a Change of in Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined)Directors, or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable orobtainable, or even if such quorum is obtainable, if such quorum of Disinterested Directors so directs, either (x) by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee, or (Cy) if so directed by the Board of Directors, by the stockholders securityholders of the Company, as determined by such quorum of Disinterested Directors, or a quorum of the Board, as the case may be; or (iii) as provided in Section 9(b10(b) of this Agreement; and, if . If it is so determined that Indemnitee is entitled to Indemnificationindemnification, payment to Indemnitee shall be made within 10 days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's ’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorney's attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's ’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereofIf required, the Independent Counsel shall be selected as provided in this Section 8(c). If follows: (i) if a Change of in Control shall not have occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If selected or (ii) if a Change of in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event the preceding sentence foregoing clause (i) shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 7 seven days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "“Independent Counsel" ” as defined in Section 18 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a9(a) hereof, no Independent Counsel shall have been selected without objectionand not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware Delaware, or other court of competent jurisdiction jurisdiction, for resolution of any objection which shall have been made by the Company or Indemnitee to the other's ’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court such court or by such other person as the Court such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b9(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting its actions pursuant to Section 8(b) hereofthis Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding or arbitration pursuant to Section 10(a)(iii11(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under Sections 3, 4, or 5 of this Agreement, the Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. request substantially in the form of Exhibit A. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that the Indemnitee has requested indemnification. (b) Upon written request by the Indemnitee for indemnification pursuant to the last first sentence of Section 8(a6(a) hereof, a determination, if required by applicable law, with respect to the Indemnitee's ’s entitlement thereto shall be promptly made in the specific case: (i) if by a Change in Control (as hereinafter defined) shall have occurred, final decision on the merits by Independent Counsel (as hereinafter defined) (unless a court or other body before whom the Proceeding was brought that Indemnitee shall request that such determination be made was not liable by the Board reason of Directors Disabling Conduct or the stockholders, in which case by the person or persons or in the manner provided for in clauses (ii) in the event that at the time of Indemnitee’s written request, there shall have been no final adjudication on the merits by a court or other body, then by a reasonable determination, based upon a review of the facts, that Indemnitee was not liable by reason of Disabling Conduct, by (iiii) of this Section 8(b)) in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of the Disinterested Directors Directors, (as hereinafter defined), or (Bii) if a quorum majority vote of a committee of the Board of Directors consisting of one or more Disinterested Directors is not obtainable or, even if obtainable, such quorum designated to act in the matter by a majority vote of the Disinterested Directors so directs, by or (iii) Independent Counsel in a written opinion to opinion. In making such determination, the Board of Directors, Disinterested Directors or Independent Counsel making the determination shall afford the Indemnitee a copy of rebuttable presumption that the Indemnitee has not engaged in conduct for which shall indemnification may not lawfully be delivered to Indemnitee, or (C) if so directed by the Board of Directors, by the stockholders of the Company; or (iii) as provided in Section 9(b) of this Agreement; and, if provided. If it is so determined that the Indemnitee is entitled to Indemnificationindemnification, payment to the Indemnitee shall be made within 10 business days after such determination. The Indemnitee shall cooperate with the person, persons or entity person(s) making such determination with respect to the Indemnitee's ’s entitlement to indemnification, including providing to such person, persons or entity person(s) upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorney's reasonable attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity person(s) making such determination determination, in response to a request by such person(s), shall be borne by the Company (irrespective of the determination as to the Indemnitee's ’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom). (c) In the event the determination The knowledge and/or actions, or failure to act, of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereofany other director, the Independent Counsel shall be selected as provided in this Section 8(c). If a Change officer, employee or agent of Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 7 days after such written notice of selection shall have been given, deliver to the Company or other enterprise shall not be imputed to IndemniteeIndemnitee for purposes of determining any right to indemnification under this Agreement. (d) The termination of any Proceeding or of any claim, as the case may beissue or matter therein, by judgment, order, settlement or conviction, upon a written objection plea of nolo contendere or its equivalent, or entry of an order of probation prior to such selection. Such objection may be asserted only on the ground judgment, does not create a presumption that the Independent Counsel so selected does Indemnitee did not meet the requirements requisite standard of "Independent Counsel" as defined in Section 18 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request conduct described herein for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been selected without objection, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 8(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing)indemnification.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this AgreementAgreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company Corporation shall, promptly upon receipt of any such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the last sentence of Section 8(a9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be made in the specific such case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholdersshareholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 8(b9(b)) in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee; (ii) if a Change of in Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined)Directors, or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable orobtainable, or even if such quorum is obtainable, if such quorum of Disinterested Directors so directs, either (x) by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee, or (C(y)) if so directed by the Board shareholders of the Corporation as determined by such quorum of Disinterested Directors, by the stockholders or a quorum of the CompanyBoard, as the case may be; or (iii) as provided in Section 9(b10(b)) of this Agreement; and, if . If it is so determined that Indemnitee is entitled to Indemnificationindemnification, payment to Indemnitee shall be made within 10 ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure for disclosure-and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorney's attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereofIf required, the Independent Counsel shall be selected as provided in this Section 8(c). If follows: (i) if a Change of in Control shall not have occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company Corporation shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If ; or (ii) if a Change of in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event the preceding sentence (I) shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within 7 seven (7) days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee,, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 18 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been selected without objection, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 8(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).such

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the last sentence of Section 8(a7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or determination shall be made in the manner provided for below in clauses clause (ii) or (iii) of this Section 8(b7(b)) in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee); (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of the Disinterested Directors (as hereinafter defined), or even though less than a quorum, (B) if a quorum of the Board of Directors consisting of no Disinterested Directors is not obtainable orexist, or even if obtainableDisinterested Directors exist, if a majority of such quorum of Disinterested Directors so directsdirect, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee, or (C) if so directed by the Board of Directors, by the stockholders of the CompanyCorporation; or (iii) as provided in Section 9(b8(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to Indemnificationindemnification, payment to Indemnitee shall be made within 10 ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorney's attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee's entitlement to indemnification) ), and the Company Corporation hereby indemnifies and agrees to hold harmless Indemnitee harmless therefrom. (c) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b7(b) hereofof this Agreement, the Independent Counsel shall be selected as provided in this Section 8(c7(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by a majority of the Board of Disinterested Directors, and the Company Corporation shall give written notice to Indemnitee advising him Indemnitee of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within 7 seven (7) days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements requirement of "Independent Counsel" as defined in Section 18 14 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a7(a) hereofof this Agreement, no Independent Counsel shall have been selected without objectionor, if selected, shall have been objected to, in accordance with this Section 7(c), either the Company Corporation or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which that shall have been made by the Company Corporation or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so favorably resolved or the person so appointed shall act as Independent Counsel under Section 8(b7(b) hereofof this Agreement. The Company Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 8(b7(b) hereofof this Agreement, and the Company Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c7(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a)(iii9(a) of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the last sentence of Section 8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 8(b)) in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, Indemnitee or (C) if so directed by the Board of Directors, by the stockholders of the Company; or (iii) as provided in Section 9(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to Indemnification, payment to Indemnitee shall be made within 10 days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorney's fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof, the Independent Counsel shall be selected as provided in this Section 8(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 7 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 18 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been selected without objection, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 8(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this AgreementAgreement in connection with any proceeding, and for the duration thereof, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information Information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company Corporation shall, promptly upon receipt of any such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the last sentence of Section 8(a9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto determination shall be made in the specific case: such case (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholdersStockholders, in which case by the person or persons or in the manner provided proved for in clauses clauses. (ii) or and (iii) of this Section 8(b9(b)) in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined)Directors, or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable orobtainable, or even if such quorum is obtainable, if such quorum of Disinterested Directors so directs, either (x) by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee, Indemnitee or (Cy) if so directed by the Board of Directors, by the stockholders of the CompanyCorporation, as determined by such quorum of Directions, or a quorum of the Board, as the case may be; or (iii) as provided in Section 9(b10(b) of this Agreement; and, if . If it is so determined that Indemnitee is entitled to Indemnificationindemnification, payment to Indemnitee shall be made within 10 ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorney's attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to of Indemnitee's entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereofIf required, the Independent Counsel shall be selected as provided in this Section 8(c). If follows. (i) if a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company Corporation shall give written notice to Indemnitee advising him of the identity Identity of the Independent Counsel so or selected. If ; or (ii) if a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event the preceding sentence (i) shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may bemaybe, may, within 7 days after such written notice of selection shall have been given, deliver delivered to the Company Corporation or to Indemnitee, as the case may bemaybe, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 18 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. merit If, within 20 days Exhibit 99.5 - Pg. 4 after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a9(a) hereof, no Independent Counsel shall have been selected without objectionand not objected to, either the Company Corporation or Indemnitee may petition the Court of Chancery of the State of Delaware Florida, or other court of competent jurisdiction jurisdiction, for resolution of any objection which shall have been made by the Company Corporation or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is Is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b9(b) hereof. The Company Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 8(b) hereofthis Agreement, and the Company Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding or arbitration pursuant to Section 10(a)(iii11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) 9.1 To obtain indemnification under this AgreementAgreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of any such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) 9.2 Upon written request by Indemnitee for indemnification pursuant to the last sentence of Section 8(a) 9.1 hereof, a determination, if required by applicable law, with respect to Indemnitee's ’s entitlement thereto shall be made in the specific such case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholdersshareholders, in which case by the person or persons or such determination shall be made in the manner provided for in clauses (ii) or (iii) of this Section 8(b)9.2) in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, at the election of the Company, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined)Directors, or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum by a majority of a committee of the Board consisting of two or more Disinterested Directors so directsDirectors, or (C) by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee, or (CD) if so directed by the Board of Directors, by the stockholders shareholders of the Company, by a majority vote of a quorum consisting of shareholders who are not parties to the proceeding, or if no such quorum is obtainable, by a majority vote of shareholders who are not parties to such proceeding; or (iii) as provided in Section 9(b) 10.2 of this Agreement; and, if . If it is so determined that Indemnitee is entitled to Indemnificationindemnification, payment to Indemnitee shall be made within 10 ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's ’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorney's attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's ’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof, the Independent Counsel shall be selected as provided in this Section 8(c). 9.3 If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall applyBoard), and Indemnitee (or the Board, as the case may be) shall give written notice to the Company other party advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 7 seven days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "“Independent Counsel" ” as defined in Section 18 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a) 9.1 hereof, no Independent Counsel shall have been selected without objectionand not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other a court of competent jurisdiction jurisdiction, for resolution of any objection which shall have been made by the Company or Indemnitee to the other's ’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court such court or by such other person as the Court such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b) 9.2 hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting its actions pursuant to Section 8(b) hereofthis Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c)9.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding or arbitration pursuant to Section 10(a)(iii11.1(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this AgreementAgreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company Corporation shall, promptly upon receipt of any such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the last sentence of Section 8(a9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be made in the specific such case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of or this Section 8(b9(b)) in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined)Directors, or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable orobtainable, or even if such quorum is obtainable, if such quorum of Disinterested Directors so directs, either (x) by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee, or (Cy) if so directed by the Board of Directors, by the stockholders of the CompanyCorporation, as determined by such quorum of Disinterested Directors, or a quorum of the Board, as the case may be; or (iii) as provided in Section 9(bl0(b) of this Agreement; and, if . If it is so determined that Indemnitee is entitled to Indemnificationindemnification, payment to Indemnitee shall be made within 10 ten (l0) days after such determination. Indemnitee shall cooperate with the person, persons persons, or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorney's attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereofIf required, the Independent Counsel shall be selected as provided in this Section 8(c). If follows: (i) if a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board by a majority vote of a quorum consisting of Disinterested Directors, and the Company Corporation shall give written notice to Indemnitee advising him Indemnitee of the identity of the Independent Counsel so selected. If ; or (ii) if a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event the preceding sentence (i) shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within 7 seven (7) days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 18 l of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a9(a) hereof, no Independent Counsel shall have been selected without objectionand not objected to, either the Company Corporation or Indemnitee may petition the Court of Chancery of the State of Delaware Delaware, or other court of competent jurisdiction jurisdiction, for resolution of any objection which shall have been made by the Company Corporation or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court such court or by such other person as the Court such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b9(b) hereof. The Company Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting its actions pursuant to Section 8(b) hereofthis Agreement, and the Company Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c), 9(c) regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding or arbitration pursuant to Section 10(a)(iii11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this AgreementAgreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company Corporation shall, promptly upon receipt of any such a request for indemnification, advise the Board of Directors board in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the last sentence of Section 8(a9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be made in the specific such case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or stockholders in the manner provided for in clauses (ii) or (iii) of or this Section 8(b9(b)) in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined)Directors, or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable orobtainable, or even if such quorum is obtainable, if such quorum of Disinterested Directors so directs, either (x) by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee, or (Cy) if so directed by the Board of Directors, by the stockholders of the CompanyCorporation, as determined by such quorum of Disinterested Directors, or a quorum of the Board, as the case may be; or (iii) as provided in Section 9(b10(b) of this Agreement; and, if . If it is so determined that Indemnitee is entitled to Indemnificationindemnification, payment to Indemnitee shall be made within 10 thirty (30) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorney's attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereofIf required, the Independent Counsel shall be selected as provided in this Section 8(c). If follows: (i) if a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board by a majority vote of Directors, a quorum consisting of Disinterested Directors and the Company Corporation shall give written notice to Indemnitee advising him Indemnitee of the identity of the Independent Counsel so selected. If ; or (ii) if a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event the preceding sentence (i) shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within 7 seven (7) days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "“Independent Counsel" ” as defined in Section 18 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a9(a) hereof, no Independent Counsel shall have been selected without objectionand not objected to, either the Company Corporation or Indemnitee may petition the Court of Chancery of the State of Delaware Delaware, or other any court in the State of competent jurisdiction New Jersey in which such petition would be cognizable, for resolution of any objection which shall have been made by the Company Corporation or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court such court or by such other person as the Court such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b9(b) hereof. The Company Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting its actions pursuant to Section 8(b) hereofthis Agreement, and the Company Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c), 9(c) regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding or arbitration pursuant to Section 10(a)(iii11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain Any indemnification under this Agreement, Indemnitee Agreement shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the last sentence of Section 8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board Company only upon a determination that Indemnitee has met the applicable standard of Directors or the stockholdersconduct set forth in 11A V.S.A. Chapter 8, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 8(b)) in a written opinion Subchapter 5 and is entitled to the Board of Directors, a copy of which such indemnification pursuant hereto. Such determination shall be delivered to Indemnitee; made (ii1) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested the Company's Board of Directors ("Disinterested Directors") excluding Indemnitee and all other directors who are parties to the same action, suit or proceeding as hereinafter defined), Indemnitee; or (B2) if such a quorum is not obtainable, by a majority vote of a committee of two or more Disinterested Directors, which committee has been duly designated by the Board of Directors (and in which designation Indemnitee may participate); or (3) by written opinion of special legal counsel: (i) selected by the Board of Directors or its committee in the manner prescribed in clauses (1) or (2) of this subsection; or (ii) if a quorum of the Board of Directors consisting cannot be obtained under clause (1) and a committee cannot be designated under clause (2), selected by majority vote of Disinterested the full Board of Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel (in a written opinion which selection Indemnitee and other directors who are parties to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (C) if so directed by the Board of Directors, by the stockholders of the CompanyProceeding may participate); or (iii4) as by the shareholders, provided in Section 9(bthat shares owned by or voted under the control of the Indemnitee or any other directors who are at the time parties to the Proceeding may not be voted on the determination. (b) Notwithstanding any other provision of this Agreement; and, if it is so determined that Indemnitee is entitled to Indemnification, payment to Indemnitee shall be made within 10 days after entitled to indemnification of Expenses in connection with any Proceeding in which he or she is wholly successful, on the merits or otherwise, and in such determination. Indemnitee shall cooperate with the person, persons or entity making such event no determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses under subsection (including attorney's fees and disbursementsa) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefromrequired. (c) In Notwithstanding any other provision of this Agreement, to the event extent that the Indemnitee is, by reason of the Indemnitee's position with the Company, a witness in any Proceeding to which the Indemnitee is not a party, the Indemnitee shall be indemnified against all expenses incurred by, or on behalf of, the Indemnitee in connection therewith. (d) Any determination as to the reasonableness of entitlement to indemnification is Expenses to be made by Independent Counsel pursuant to Section 8(b) hereof, the Independent Counsel advanced or indemnified shall be selected as provided in this Section 8(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board person or persons empowered to determine the permissibility of Directorsindemnification under Subsection 6(a); provided, in which event the preceding sentence shall apply)however, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 7 days after that if such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 18 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection determination is mademade by special legal counsel, the Independent Counsel so selected may not serve evaluation as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee to reasonableness of a written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel Expenses shall have been selected without objection, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been be made by the Company or Indemnitee those entitled under Subsection 6(a) to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by select such other person as the Court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 8(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing)counsel.

Procedure for Determination of Entitlement to Indemnification. (a) To Except as otherwise expressly provided in Section 6 with respect to the advancement of Expenses, to obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the last first sentence of Section 8(a7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 8(b7(b)) in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, Indemnitee or (C) if so directed by the Board of Directors, by the stockholders of the Company; or (iii) as provided in Section 9(b8(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to Indemnificationindemnification, payment to Indemnitee shall be made within 10 ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, person or persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorney's attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b7(b) hereof, the Independent Counsel shall be selected as provided in this Section 8(c7(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 7 seven (7) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 18 16 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a7(a) hereof, no Independent Counsel shall have been selected without objectionand not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b7(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 8(b7(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c7(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a)(iii9(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the last sentence of Section 8(a7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or determination shall be made in the manner provided for below in clauses (ii) or (iii) of this Section 8(b)) in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee); (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Disinterest Directors so directs, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee, Indemnitee or (C) if so directed by the Board of Directors, by the stockholders of the Company; or (iii) as provided in Section 9(b8(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to Indemnificationindemnification, payment to Indemnitee shall be made within 10 ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorney's fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b7(b) hereofof this Agreement, the Independent Counsel shall be selected as provided in this Section 8(c7(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 7 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Indepedent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 18 14 of this Agreement, and the objection shall set forth with particularity particularly the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a7(a) hereof, no Independent Counsel shall have been selected without objectionor if selected, either shall have been objected to, in accordance with this Section 7(c), whether the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so favorably resolved or the person so appointed shall act as Independent Counsel under in connection with acting pursuant to Section 8(b7(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 8(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c7(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a)(iii9(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved relieve of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this AgreementAgreement in connection with any proceeding, and for the duration thereof, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information Information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company Corporation shall, promptly upon receipt of any such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the last sentence of Section 8(a9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto determination shall be made in the specific case: such case (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholdersStockholders, in which case by the person or persons or in the manner provided proved for in clauses clauses. (ii) or and (iii) of this Section 8(b9(b)) in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined)Directors, or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable orobtainable, or even if such quorum is obtainable, if such quorum of Disinterested Directors so directs, either (x) by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee, Indemnitee or (Cy) if so directed by the Board of Directors, by the stockholders of the CompanyCorporation, as determined by such quorum of Directions, or a quorum of the Board, as the case may be; or (iii) as provided in Section 9(b10(b) of this Agreement; and, if . If it is so determined that Indemnitee is entitled to Indemnificationindemnification, payment to Indemnitee shall be made within 10 ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorney's attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to of Indemnitee's entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereofIf required, the Independent Counsel shall be selected as provided in this Section 8(c). If follows. (i) if a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company Corporation shall give written notice to Indemnitee advising him of the identity Identity of the Independent Counsel so or selected. If ; or (ii) if a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event the preceding sentence (i) shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may bemaybe, may, within 7 days after such written notice of selection shall have been given, deliver delivered to the Company Corporation or to Indemnitee, as the case may bemaybe, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 18 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. merit If, within 20 days Exhibit 99.6 - Pg. 4 after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a9(a) hereof, no Independent Counsel shall have been selected without objectionand not objected to, either the Company Corporation or Indemnitee may petition the Court of Chancery of the State of Delaware Florida, or other court of competent jurisdiction jurisdiction, for resolution of any objection which shall have been made by the Company Corporation or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is Is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b9(b) hereof. The Company Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 8(b) hereofthis Agreement, and the Company Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding or arbitration pursuant to Section 10(a)(iii11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) 9.1 To obtain indemnification under this AgreementAgreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of any such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) 9.2 Upon written request by Indemnitee for indemnification pursuant to the last sentence of Section 8(a) 9.1 hereof, a determination, if required by applicable law, with respect to Indemnitee's ’s entitlement thereto shall be made in the specific such case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholdersshareholders, in which case by the person or persons or such determination shall be made in the manner provided for in clauses (ii) or (iii) of this Section 8(b)9.2) in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee; (ii) if a Change of in Control shall not have occurred, at the election of the Company, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined)Directors, or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum by a majority of a committee of the Board consisting of two or more Disinterested Directors so directsDirectors, or (C) by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee, or (CD) if so directed by the Board of Directors, by the stockholders shareholders of the Company, by a majority vote of a quorum consisting of shareholders who are not parties to the Proceeding, or if no such quorum is obtainable, by a majority vote of shareholders who are not parties to such proceeding; or (iii) as provided in Section 9(b) 10.2 of this Agreement; and, if . If it is so determined that Indemnitee is entitled to Indemnificationindemnification, payment to Indemnitee shall be made within 10 ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's ’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorney's attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's ’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof, the Independent Counsel shall be selected as provided in this Section 8(c). 9.3 If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall applyBoard), and Indemnitee (or the Board, as the case may be) shall give written notice to the Company other party advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 7 seven days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" ” as defined in Section 18 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a) 9.1 hereof, no Independent Counsel shall have been selected without objectionand not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other a court of competent jurisdiction jurisdiction, for resolution of any objection which shall have been made by the Company or Indemnitee to the other's ’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court such court or by such other person as the Court such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b) 9.2 hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting its actions pursuant to Section 8(b) hereofthis Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c)9.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding or arbitration pursuant to Section 10(a)(iii11.1(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this AgreementAgreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company Corporation shall, promptly upon receipt of any such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the last sentence of Section 8(a9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be made in the specific such case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholdersshareholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 8(b9(b)) in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined)Directors, or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable orobtainable, or even if such quorum is obtainable, if such quorum of Disinterested Directors so directs, either (x) by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee, or (Cy) if so directed by the Board shareholders of the Corporation, as determined by such quorum of Disinterested Directors, by the stockholders or a quorum of the CompanyBoard, as the case may be; or (iii) as provided in Section 9(b10(b) of this Agreement; and, if . If it is so determined that Indemnitee is entitled to Indemnificationindemnification, payment to Indemnitee shall be made within 10 ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorney's attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof, the Independent Counsel shall be selected as provided in this Section 8(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 7 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 18 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been selected without objection, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 8(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).to

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the last sentence of Section 8(a7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's ’s entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or determination shall be made in the manner provided for below in clauses clause (ii) or (iii) of this Section 8(b7(b)) in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee); (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of the Disinterested Directors (as hereinafter defined), or even though less than a quorum, (B) if a quorum of the Board of Directors consisting of no Disinterested Directors is not obtainable orexist, or even if obtainableDisinterested Directors exist, if a majority of such quorum of Disinterested Directors so directsdirect, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee, or (C) if so directed by the Board of Directors, by the stockholders of the CompanyCorporation; or (iii) as provided in Section 9(b8(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to Indemnificationindemnification, payment to Indemnitee shall be made within 10 ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's ’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorney's attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee's ’s entitlement to indemnification) ), and the Company Corporation hereby indemnifies and agrees to hold harmless Indemnitee harmless therefrom. (c) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b7(b) hereofof this Agreement, the Independent Counsel shall be selected as provided in this Section 8(c7(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by a majority of the Board of Disinterested Directors, and the Company Corporation shall give written notice to Indemnitee advising him Indemnitee of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within 7 seven (7) days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements requirement of "“Independent Counsel" ” as defined in Section 18 14 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a7(a) hereofof this Agreement, no Independent Counsel shall have been selected without objectionor, if selected, shall have been objected to, in accordance with this Section 7(c), either the Company Corporation or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which that shall have been made by the Company Corporation or Indemnitee to the other's ’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so favorably resolved or the person so appointed shall act as Independent Counsel under Section 8(b7(b) hereofof this Agreement. The Company Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 8(b7(b) hereofof this Agreement, and the Company Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c7(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a)(iii9(a) of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain When ------------------------------------------------------------- seeking indemnification under this AgreementAgreement (which shall not include in any case the right of Indemnitee to receive payments pursuant to Section 7 and Section 8 hereof, which shall not be subject to this Section 9), Indemnitee shall submit a written request for indemnification to the Company. Such request shall include documentation or information which is reasonably necessary for the Company to make a written request, including therein or therewith such documentation determination of Indemnitee's entitlement to indemnification hereunder and information as which is reasonably available to Indemnitee and is reasonably necessary Indemnitee. Determination of Indemnitee's entitlement to determine whether and to what extent Indemnitee is entitled to indemnification shall be made promptly, but in no event later than 60 days after receipt by the Company of Indemnitee's written request for indemnification. The Secretary of the Company shall, promptly upon receipt of such a Indemnitee's request for indemnification, advise the Board of Directors in writing that Indemnitee has requested made such request for indemnification. (b) Upon written request by The entitlement of Indemnitee for to indemnification pursuant to the last sentence under this Agreement in respect of Section 8(a) hereofany pending, a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto contemplated or threatened Proceeding shall be made determined in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or in the manner provided for in clauses (iia) or (iii) of this Section 8(b)) in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined)those directors who were not party to such Proceeding, or (Bb) if such quorum is not obtainable, or if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors disinterested directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemniteeopinion, or (Cc) if so directed by the Board of Directors, by the stockholders of the Company; or (iii) as provided in Section 9(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to Indemnification, payment to Indemnitee shall be made within 10 days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorney's fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefromstockholders. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereofCounsel, the Independent Counsel shall be selected as provided in this Section 8(c). If a Change of Control shall not have occurred, the such Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising him approved by Indemnitee. Upon failure of the identity Board to so select such Independent Counsel or upon failure of Indemnitee to so approve of the Independent Counsel so selected. If a Change of Control shall have occurredchoice thereof, the such Independent Counsel shall be selected by a neutral third party mutually agreeable among the Board and the Indemnitee to make such selection. (unless d) If the determination made pursuant to Section 9(b) is that Indemnitee is not entitled to indemnification to the full extent of Indemnitee's request, Indemnitee shall request that such selection be made have the right to seek entitlement to indemnification in accordance with the procedures set forth in Section 10 hereof. (e) If the person or persons empowered pursuant to Section 9(b) hereof to make a determination with respect to entitlement to indemnification shall have failed to make the requested determination within 60 days after receipt by the Board Company of Directorssuch request, in which event the preceding sentence requisite determination of entitlement to indemnification shall apply), be deemed to have been made and Indemnitee shall give written notice be absolutely entitled to such indemnification, absent (i) misrepresentation by Indemnitee of a material fact in the request for indemnification or (ii) a final judicial determination that all or any part of such indemnification is expressly prohibited by law. (f) The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, ---- ---------- of itself, adversely affect the rights of Indemnitee to indemnification hereunder, except as may be specifically provided herein, or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the Company advising it best interests of the identity Company or create a presumption that (with respect to any criminal action or Proceeding) Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful. (g) For purposes of any determination of good faith hereunder, Indemnitee shall be deemed to have acted in good faith if in taking an action Indemnitee relied on the records or books of account of the Independent Counsel so selected. In either eventCompany or an Affiliate, including financial statements, or on information supplied to Indemnitee by the officers of the Company or an Affiliate in the Companycourse of their duties, as or on the case may be, may, within 7 days after such written notice advice of selection shall have been given, deliver legal counsel for the Company or an Affiliate or on information or records given or reports made to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 18 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission an Affiliate by Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been selected without objection, either the Company an independent certified public accountant or Indemnitee may petition the Court of Chancery of the State of Delaware by an appraiser or other court of competent jurisdiction for resolution of any objection which shall have been made expert selected with reasonable care by the Company or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b) hereofAffiliate. The Company shall pay any and all reasonable fees and expenses have the burden of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 8(b) hereof, and establishing the Company shall pay all reasonable fees and expenses incident to the procedures absence of good faith. The provisions of this Section 8(c)9(g) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (h) The knowledge and/or actions, regardless or failure to act, of any director, officer, agent or employee of the manner in which such Independent Counsel was selected Company or appointed. Upon an Affiliate shall not be imputed to Indemnitee for purposes of determining the due commencement of any judicial proceeding or arbitration pursuant right to Section 10(a)(iii) of indemnification under this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this AgreementAgreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company Corporation shall, promptly upon receipt of any such a request for indemnification, advise the Board of Directors board in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the last sentence of Section 8(a9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's ’s entitlement thereto shall be made in the specific such case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or stockholders in the manner provided for in clauses (ii) or (iiihi) of or this Section 8(b9(b)) in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined)Directors, or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable orobtainable, or even if such quorum is obtainable, if such quorum of Disinterested Directors so directs, either (x) by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee, or (Cy) if so directed by the Board of Directors, by the stockholders of the CompanyCorporation, as determined by such quorum of Disinterested Directors, or a quorum of the Board, as the case may be; or (iii) as provided in Section 9(b10(b) of this Agreement; and, if . If it is so determined that Indemnitee is entitled to Indemnificationindemnification, payment to Indemnitee shall be made within 10 thirty (30) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's ’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorney's attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee's ’s entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereofIf required, the Independent Counsel shall be selected as provided in this Section 8(c). If follows: (i) if a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board by a majority vote of Directors, a quorum consisting of Disinterested Directors and the Company Corporation shall give written notice to Indemnitee advising him Indemnitee of the identity of the Independent Counsel so selected. If ; or (ii) if a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event the preceding sentence (i) shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within 7 seven (7) days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "“Independent Counsel" ” as defined in Section 18 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a9(a) hereof, no Independent Counsel shall have been selected without objectionand not objected to, either the Company Corporation or Indemnitee may petition the Court of Chancery of the State of Delaware Delaware, or other any court in the Commonwealth of competent jurisdiction Massachusetts in which such petition would be cognizable, for resolution of any objection which shall have been made by the Company Corporation or Indemnitee to the other's ’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court such court or by such other person as the Court such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b9(b) hereof. The Company Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting its actions pursuant to Section 8(b) hereofthis Agreement, and the Company Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c), 9(c) regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding or arbitration pursuant to Section 10(a)(iii11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the last sentence of Section 8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's ’s entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 8(b)) in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (C) if so directed by the Board of Directors, by the stockholders of the Company; or (iii) as provided in Section 9(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to Indemnification, payment to Indemnitee shall be made within 10 days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's ’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorney's ’s fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's ’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof, the Independent Counsel shall be selected as provided in this Section 8(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 7 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "“Independent Counsel" ” as defined in Section 18 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been selected without objection, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other's ’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 8(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this AgreementAgreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company Corporation shall, promptly upon receipt of any such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the last sentence of Section 8(a9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be made in the specific such case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholdersshareholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 8(b9(b)) in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined)Directors, or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable orobtainable, or even if such quorum is obtainable, if such quorum of Disinterested Directors so directs, either (x) by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee, or (Cy) if so directed by the Board shareholders of the Corporation, as determined by such quorum of Disinterested Directors, by the stockholders or a quorum of the CompanyBoard, as the case may be; or (iii) as provided in Section 9(b10(b) of this Agreement; and, if . If it is so determined that Indemnitee is entitled to Indemnificationindemnification, payment to Indemnitee shall be made within 10 twenty (20) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorney's attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereofIf required, the Independent Counsel shall be selected as provided in this Section 8(c). If follows: (i) if a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company Corporation shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If ; or (ii) if a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event the preceding sentence (i) shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, may within 7 seven (7) days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground grounds that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 18 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 (twenty) days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a9(a) hereof, no Independent Counsel shall have been selected without objectionand not objected to, either the Company Corporation or Indemnitee may petition the Chancery Court of Chancery of the State of Delaware Delaware, or other court of competent jurisdiction jurisdiction, for resolution of any objection which shall have been made by the Company Corporation or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court such court or by such other person as the Court such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b9(b) hereof. The Company Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting its actions pursuant to Section 8(b) hereofthis Agreement, and the Company Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding or arbitration pursuant to Section 10(a)(iii11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this AgreementAgreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company Corporation shall, promptly upon receipt of any such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the last sentence of Section 8(a9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be made in the specific such case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholdersshareholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 8(b9(b)) in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined)Directors, or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable orobtainable, or even if such quorum is obtainable, if such quorum of Disinterested Directors so directs, either (x) by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee, or (Cy) if so directed by the Board shareholders of the Corporation, as determined by such quorum of Disinterested Directors, by the stockholders or a quorum of the CompanyBoard, as the case may be; or (iii) as provided in Section 9(b10(b) of this Agreement; and, if . If it is so determined that Indemnitee is entitled to Indemnificationindemnification, payment to Indemnitee shall be made within 10 twenty (20) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorney's attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereofIf required, the Independent Counsel shall be selected as provided in this Section 8(c). If follows: (i) if a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company Corporation shall give written notice to Indemnitee advising him his of the identity of the Independent Counsel so selected. If ; or (ii) if a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event the preceding sentence (i) shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, may within 7 ten (10) days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground grounds that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 18 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a9(a) hereof, no Independent Counsel shall have been selected without objectionand not objected to, either the Company Corporation or Indemnitee may petition the Superior Court of Chancery of the State of Delaware New Jersey, or other court of competent jurisdiction jurisdiction, for resolution of any objection which shall have been made by the Company Corporation or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court such court or by such other person as the Court such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b9(b) hereof. The Company Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting its actions pursuant to Section 8(b) hereofthis Agreement, and the Company Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding or arbitration pursuant to Section 10(a)(iii11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the last sentence of Section 8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 8(b)) in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, Indemnitee or (C) if so directed by the Board of Directors, by the stockholders of the Company; or (iii) as provided in Section 9(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to Indemnification, payment to Indemnitee shall be made within 10 days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorney's fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof, the Independent Counsel shall be selected as provided in this Section 8(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors by a majority of a quorum consisting of Disinterested Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 7 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 18 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been selected without objection, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 8(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).