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 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 Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined), or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten 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 Expenses 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 shall indemnify and hold Indemnitee harmless therefrom.

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 Trustees Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly 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 of TrusteesDirectors, a copy of which shall be delivered to IndemniteeIndemnitee (unless Indemnitee shall request that such determination be made by the Board of Directors or the shareholders, in which case the determination shall be made in the manner provided below in clauses (ii) or (iii); or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) Directors by a majority vote of a quorum consisting of Disinterested Trustees Directors (as herein hereinafter defined), or (B) if a quorum of the Board of Trustees Directors consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to Indemnitee, Indemnitee or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; or (iii) as provided in Section 8(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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 Expenses costs of expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) determination), and the Company shall indemnify 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 7(b) of this Agreement, the Independent Counsel shall be selected as provided in this Section 7(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 13 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 7(a) hereof, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this Section 7(c), 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 favorably resolved or the person so appointed shall act as Independent Counsel under Section 7(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 7(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 7(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 9(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, the Indemnitee shall submit to the Company Partnership a written request, including such documentation and information as which 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 General Partner shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees in writing Directors that the Indemnitee has requested indemnification. Any Expenses incurred by, or in the case of retainers, to be incurred by, the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Partnership. (b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 7(a) 4 and Section 5 hereof, a the entitlement of the Indemnitee to indemnification pursuant to the terms of this Agreement shall be determined by the following person or persons, who shall be empowered to make such determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurredrequested by the Indemnitee, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so requestrequested, (A) by the Board of Trustees Directors, by a majority vote of a quorum (determined in accordance with the GP LLC Agreement) consisting of Disinterested Directors, or (B) if a duly authorized committee thereof) by quorum consisting of Disinterested Directors is not obtainable or if a majority vote of a quorum consisting of Disinterested Trustees (as herein defined), or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee, or (C) if so directed . The Independent Counsel shall be selected by a majority of the members of the Board of TrusteesDirectors unless there shall have occurred within two years prior to the date of the commencement of the Proceeding for which indemnification is claimed a “Change of Control” as defined in the Partnership’s 2017 Long Term Incentive Plan, in which case the Independent Counsel shall be selected by the shareholders claimant unless the claimant shall request that such selection be made by the Board of Directors. Such determination of entitlement to indemnification shall be made not later than 45 days after receipt by the Company; and, if Partnership of a written request for indemnification. If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten 15 days after such determination. . (c) The Indemnitee shall cooperate with be entitled to indemnification hereunder without a separate determination by or on behalf of the person, persons or entity making such determination Partnership pursuant to Section 9(b) hereof with respect to any Proceeding and/or any claim, issue or matter with respect thereto: (i) which is resolved by agreement without any payment or assumption or admission of liability by the Indemnitee; or (ii) as to which a final decision on the merits has been made by the court or other body with jurisdiction over that Proceeding, in which the Indemnitee was not determined to be liable with respect to such claim, issue or matter asserted against the Indemnitee in the Proceeding; or (iii) as to which a court or arbitrator determines upon application that, despite such a determination of liability on the part of the Indemnitee, but in view of all the circumstances of the Proceeding and of the Indemnitee’s entitlement to indemnificationconduct with respect thereto, including providing to such person, persons or entity upon reasonable advance request any documentation or information which the Indemnitee is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee fairly and reasonably necessary entitled to indemnification for such determination. Any judgments, penalties, fines, amounts paid in settlement and Expenses incurred by as such court or arbitrator shall deem proper; provided, however, such decision shall have been rendered in or with respect to the Proceeding for which the 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 shall indemnify and hold Indemnitee harmless therefromseeks indemnification under this Agreement.

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 such documentation and information as which 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 Trustees in writing Directors that the Indemnitee has requested indemnification. Any Expenses incurred by, or in the case of retainers, to be incurred by, the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Company. (b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 7(a) Sections 4 and 5 hereof, a the entitlement of the Indemnitee to indemnification pursuant to the terms of this Agreement shall be determined by the following person or persons, who shall be empowered to make such determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurredrequested by the Indemnitee, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so requestrequested, (A) by the Board of Trustees Directors of the Company, by a majority vote of a quorum (determined in accordance with the Bylaws) consisting of Disinterested Directors, or (B) if a duly authorized committee thereof) by quorum consisting of Disinterested Directors is not obtainable or if a majority vote of a quorum consisting of Disinterested Trustees (as herein defined), or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee, or (C) if so directed . The Independent Counsel shall be selected by a majority of the members of the Board of Trustees, Directors of the Company unless there shall have occurred within two years prior to the date of the commencement of the Proceeding for which indemnification is claimed a “Change of Control” as defined in the Company’s 2010 Long Term Incentive Plan in which case the Independent Counsel shall be selected by the shareholders claimant unless the claimant shall request that such selection be made by the Board of Directors. Such determination of entitlement to indemnification shall be made not later than 45 days after receipt by the Company; and, if Company of a written request for indemnification. If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten 15 days after such determination. . (c) The Indemnitee shall cooperate with be entitled to indemnification hereunder without a separate determination by or on behalf of the person, persons or entity making such determination Company pursuant to Section 9(b) hereof with respect to any Proceeding and/or any claim, issue, or matter with respect thereto: (i) which is resolved by agreement without any payment or assumption or admission of liability by the Indemnitee; or (ii) as to which a final decision on the merits has been made by the court or other body with jurisdiction over that Proceeding, in which the Indemnitee was not determined to be liable with respect to such claim, issue, or matter asserted against the Indemnitee in the Proceeding; or (iii) as to which a court or arbitrator determines upon application that, despite such a determination of liability on the part of the Indemnitee, but in view of all the circumstances of the Proceeding and of the Indemnitee’s entitlement to indemnificationconduct with respect thereto, including providing to such person, persons or entity upon reasonable advance request any documentation or information which the Indemnitee is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee fairly and reasonably necessary entitled to indemnification for such determination. Any judgments, penalties, fines, amounts paid in settlement, and Expenses incurred by as such court or arbitrator shall deem proper; provided, however, such decision shall have been rendered in or with respect to the Proceeding for which the 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 shall indemnify and hold Indemnitee harmless therefromseeks indemnification under this Agreement.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including 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 Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined), or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten 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 Expenses 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 shall indemnify and hold Indemnitee harmless therefrom. (c) The Company shall pay the fees and expenses of Independent Counsel, if one is appointed pursuant to this Section 7.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain Whenever Indemnitee believes that Indemnitee is entitled to indemnification under pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Company a written request, including such Corporation. Any request for indemnification shall include sufficient documentation and or information as is reasonably available to Indemnitee and for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee's claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final termination, whichever is reasonably necessary to determine whether and to what extent the later date for which Indemnitee is entitled to requests indemnification. The Secretary of the Company or other appropriate officer shall, promptly upon receipt of such a Indemnitee's request for indemnification, advise the Board of Trustees Directors in writing that Indemnitee has requested made such request. Determination of Indemnitee's entitlement to indemnification shall be made not later than ninety (90) days after the Corporation's receipt of Indemnitee's written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) Upon written request by Indemnitee for The Corporation shall be entitled to select the forum in which Indemnitee's entitlement to indemnification pursuant to the first sentence of Section 7(a) hereofwill be heard; provided, a determinationhowever, that if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if there is a Change in Control shall have occurredof the Corporation, by Independent Legal Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees (as herein hereinafter defined), or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if it is so determined that determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) the stockholders of the Corporation; (ii) a majority vote of Disinterested Directors (as hereinafter defined), payment to Indemnitee even though less than a quorum; (iii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iv) a panel of three arbitrators, one selected by the Corporation, another by Indemnitee and the third by the first two arbitrators; or if for any reason three arbitrators are not selected within ten thirty (30) days after such determination. Indemnitee shall cooperate with the personappointment of the first arbitrator, 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 Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination then selection of additional arbitrators shall be borne made by the Company (irrespective American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator's replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the determination as to Indemnitee’s entitlement to indemnification) and the Company shall indemnify and hold Indemnitee harmless therefromAmerican Arbitration Association now in effect.

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 Trustees in writing that Indemnitee has requested indemnification. (b) Upon On written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereof8(a), a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurredoccurred within two (2) years prior to the date of such written request, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change within two (2) years prior to the date of Control Indemnitee shall so such written request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum consisting of Disinterested Trustees (as herein defined)the Board, or (B) if a quorum of the Board of Trustees consisting of there are no such Disinterested Trustees is not obtainable orDirectors, even or if obtainable, such quorum of Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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 on 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 Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company shall indemnify 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), the Independent Counsel shall be selected as provided in this Section 8(c). If a Change of Control shall not have occurred within two (2) years prior to the date of Indemnitee's written request for indemnification pursuant to Section 8(a), the Independent Counsel shall be selected by the Board, 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 within two (2) years prior to the date of Indemnitee's written request for indemnification pursuant to Section 8(a), the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, 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 ten (10) 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 17, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, the Indemnitee shall submit to the Company Cameron a written requestrequest therefor, including along with 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 Cameron shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees in writing that the Indemnitee has requested indemnification. (b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 7(a8(a) hereof, a determination, if required by applicable law, with respect to the Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees Directors (as herein hereinafter defined), ; or (Bii) if a quorum of the Board of Trustees consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs, by Independent Counsel (as hereinafter defined), as selected pursuant to Section 8(d), in a written opinion to the Board of Trustees(which opinion may be a “more likely than not” opinion), a copy of which shall be delivered to the Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if . If it is so determined that the Indemnitee is entitled to indemnification, Cameron shall make payment to the Indemnitee shall be made within ten 10 days after such determination. The Indemnitee shall cooperate with the person, persons Person or entity Persons making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons Person or entity Persons 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 Expenses Subject to the provisions of Section 10 hereof, any costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons Person or entity Persons making such determination shall be borne by Cameron, and Cameron hereby agrees to indemnify and hold the Company Indemnitee harmless therefrom. (irrespective c) Notwithstanding the foregoing, if a Change of Control has occurred, the Indemnitee may require a determination as with respect to the Indemnitee’s entitlement to indemnificationindemnification to be made by Independent Counsel, as selected pursuant to Section 8(d), in a written opinion to the Board (which opinion may be a “more likely than not” opinion), a copy of which shall be delivered to the Indemnitee. (d) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or (c) hereof, the Independent Counsel shall be selected as provided in this Section 8(d). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board (including a vote of a majority of the Disinterested Directors if obtainable), and Cameron shall give written notice to the Company Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall indemnify have occurred, the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and hold approved by Cameron (which approval shall not be unreasonably withheld). If (i) an Independent Counsel is to make the determination of entitlement pursuant to Section 8(b) or (c) hereof, and (ii) within 20 days after submission by the Indemnitee harmless therefromof a written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been selected, either Cameron or the Indemnitee may petition the appropriate court of the State (as hereafter defined) or other court of competent jurisdiction for the appointment as Independent Counsel of a Person selected by such court or by such other Person as such court shall designate. Cameron 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) or (c) hereof, and Cameron shall pay all reasonable fees and expenses incident to the procedures of this Section 8(d), 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)(iv) 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 Whenever Indemnitee believes that Indemnitee is entitled to indemnification under pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Company a written request, including such Corporation. Any request for indemnification shall include sufficient documentation and or information as is reasonably available to Indemnitee and for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is reasonably necessary to determine whether and to what extent the later date for which Indemnitee is entitled to requests indemnification. The Secretary of the Company or other appropriate officer shall, promptly upon receipt of such a Indemnitee’s request for indemnification, advise the Board of Trustees Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence made such request. Determination of Section 7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto to indemnification shall promptly be made not later than sixty (60) days after the Corporation’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in the specific case: (i) if a Change in Control settlement, shall have occurred, by Independent Counsel been made after a determination thereof in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined), or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if Proceeding. If it is so determined that the Indemnitee is entitled to indemnification, payment and Indemnitee has already paid the Liabilities, reimbursement to the Indemnitee shall be made within ten (10) days after such determination. ; otherwise, the Corporation shall pay the Liabilities on behalf of the Indemnitee if and when the Indemnitee becomes legally obligated to make payment. (b) The Corporation shall cooperate with be entitled to select the person, persons or entity making such determination with respect to forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Corporation, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) a majority vote of Disinterested Directors (as hereinafter defined), including providing to such personeven though less than a quorum; (ii) by a committee of Disinterested Directors designated by majority vote of Disinterested Directors, 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 Expenses incurred by Indemnitee in so cooperating with the personeven though less than a quorum; (iii) Independent Legal Counsel, persons or entity making such whose determination shall be borne by made in a written opinion; or (iv) the Company (irrespective stockholders of the determination as to Indemnitee’s entitlement to indemnification) and the Company shall indemnify and hold Indemnitee harmless therefromCorporation.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including such documentation and information as which 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 Trustees Directors in writing that Indemnitee has requested indemnification. Any Expenses incurred by the Indemnitee in connection with the Indemnitee's request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold the Indemnitee harmless for any Expenses incurred by Indemnitee under the immediately preceding sentence irrespective of the outcome of the determination of the Indemnitee's entitlement to indemnification. (b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 7(a) 3 or 4 hereof, a the entitlement of the Indemnitee to indemnification pursuant to the terms of this Agreement shall be determined by the following person or persons, who shall be empowered to make such determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly 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 the Indemnitee shall request in writing that such determination be made by the Board of Directors (or a committee thereof) in the manner provided for in clause (ii) of this Section 8(b)) in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee; or (ii) if a Change of in Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (AA)(1) by the Board of Trustees (or a duly authorized committee thereof) Directors of the Company, by a majority vote of Disinterested Directors (as hereinafter defined) even though less than a quorum consisting quorum, or (2) by a committee of Disinterested Trustees (as herein defined)Directors designated by majority vote of Disinterested Directors, even though less than a quorum, or (B) if a quorum of the Board of Trustees consisting of there are no such Disinterested Trustees is not obtainable Directors or, even if obtainablethere are such Disinterested Directors, such quorum if the Board of Directors, by the majority vote of Disinterested Trustees Directors, so directs, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee, or (C) if so directed . Such Independent Counsel shall be selected by a majority the Board of Directors and approved by the members Indemnitee. Upon failure of the Board of TrusteesDirectors to so select, or upon failure of the Indemnitee to so approve, such Independent Counsel shall be selected by the shareholders Chancellor of the Company; andState of Delaware or such other person as the Chancellor shall designate to make such selection. Such determination of entitlement to indemnification shall be made not later than 45 days after receipt by the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, if such person shall reasonably prorate such part of indemnification among such claims, issues or matters. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten 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 Expenses 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 shall indemnify and hold Indemnitee harmless therefrom.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain Whenever Indemnitee believes that Indemnitee is entitled to indemnification under pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Company a written request, including such Corporation. Any request for indemnification shall include sufficient documentation and or information as is reasonably available to Indemnitee and for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is reasonably necessary to determine whether and to what extent the later date for which Indemnitee is entitled to requests indemnification. The Secretary of the Company or other appropriate officer shall, promptly upon receipt of such a Indemnitee’s request for indemnification, advise the Board of Trustees Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence made such request. Determination of Section 7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto to indemnification shall promptly be made not later than sixty (60) days after the Corporation’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in the specific case: (i) if a Change in Control settlement, shall have occurred, by Independent Counsel been made after a determination thereof in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined), or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if Proceeding. If it is so determined that the Indemnitee is entitled to indemnification, payment and Indemnitee has already paid the Liabilities, reimbursement to the Indemnitee shall be made within ten (10) days after such determination. ; otherwise, the Corporation shall pay the Liabilities on behalf of Indemnitee if and when Indemnitee becomes legally obligated to make payment. (b) The Corporation shall cooperate with be entitled to select the person, persons or entity making such determination with respect to forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Corporation, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) a majority vote of Disinterested Directors (as hereinafter defined), including providing to such personeven though less than a quorum; (ii) by a committee of Disinterested Directors designated by majority vote of Disinterested Directors, 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 Expenses incurred by Indemnitee in so cooperating with the personeven though less than a quorum; (iii) Independent Legal Counsel, persons or entity making such whose determination shall be borne by made in a written opinion; or (iv) the Company (irrespective stockholders of the determination as to Indemnitee’s entitlement to indemnification) and the Company shall indemnify and hold Indemnitee harmless therefromCorporation.

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 Trustees in writing that Indemnitee has requested indemnification. (b) Upon On written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereof8(a), a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurredoccurred within two (2) years prior to the date of such written request, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change within two (2) years prior to the date of Control Indemnitee shall so such written request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum consisting of Disinterested Trustees (as herein defined)the Board, or (B) if a quorum of the Board of Trustees consisting of there are no such Disinterested Trustees is not obtainable orDirectors, even or if obtainable, such quorum of Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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 on 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 Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company shall indemnify 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), the Independent Counsel shall be selected as provided in this Section 8(c). If a Change of Control shall not have occurred within two (2) years prior to the date of Indemnitee's written request for indemnification pursuant to Section 8(a), the Independent Counsel shall be selected by the Board, 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 within two (2) years prior to the date of Indemnitee's written request for indemnification pursuant to Section 8(a), the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, 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 ten (10) 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 17, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a), no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery 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 petitioned court or by such other

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 Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors, even though less than a quorum consisting of Disinterested Trustees (as herein defined)the Board, or (B) if a quorum of the Board of Trustees consisting of there are no such Disinterested Trustees is not obtainable Directors or, even if obtainable, such quorum of Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any Expenses reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually 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 shall indemnify 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 9(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, 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, 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 ten (10) 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; provided, however, that 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 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any 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 all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(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 9(b) hereof, and the Company shall pay all reasonable fees and Expenses incident to the procedures of this Section 9(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 11(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 shall, promptly Promptly upon receipt of such a request for indemnification, the Secretary of the Corporation shall advise the Board of Trustees Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly be made in the specific case: case as follows: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to IndemniteeIndemnitee (unless Indemnitee shall request that such determination be made by the Board of Directors, in which case the determination shall be made in the manner provided below in clauses (ii) or (iii)); or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) Directors by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined)Directors, or (B) if a quorum of the Board of Trustees Directors consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, if such quorum of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to Indemnitee, or ; (Ciii) if so directed by a majority as provided in Section 9(b) of the members of the Board of Trustees, by the shareholders of the Companythis Agreement; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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 (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective regardless of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company shall indemnify 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) of this Agreement, and no counsel shall have been designated previously by the Board of Directors or the Independent Counsel so designated is unwilling or unable to serve, then, (i) if no Change of Control shall have occurred, the Independent Counsel shall be selected by the Board of Directors and the Corporation shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected; (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 Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Corporation, as the case may be, may, within 7 days after such written notice of selection shall have been given, deliver to the 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 requirement of "Independent Counsel" as defined in 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 or if selected, shall have been objected to, in accordance with this Section 8(c), either the 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 shall have been made by the 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 favorably resolved or the person so appointed shall act as Independent Counsel under Section 8(b) hereof. The Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with the performance of his responsibilities pursuant to Section 8(b) hereof, and the Corporation shall pay all reasonable fees and Expenses incident to the implementation of 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 12 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 a written request to the Company for indemnification hereunder. The time at which Indemnitee submits a written requestrequest for indemnification shall be determined by the Indemnitee in the Indemnitee’s sole discretion. Once Indemnitee submits such a written request for indemnification (and only at such time that Indemnitee submits such a written request for indemnification), including such documentation a Determination (as defined by Section 25 of this Agreement) shall thereafter be made, as provided in and information only to the extent required by Section 7(c) of this Agreement. In no event shall a Determination of Indemnitee’s entitlement to indemnification be made, or be required to be made, as is reasonably available a condition to Indemnitee and is reasonably necessary or otherwise in connection with any advancement of Expenses pursuant to determine whether and Section 9 of this Agreement or, with respect to what any Proceeding, to the extent Indemnitee is entitled to has been successful on the merits or otherwise in such Proceeding. If, at the time of receipt of any such request for indemnification. , the Company has director and officer insurance policies in effect, the Company will promptly notify the relevant insurers in accordance with the procedures and requirements of such policies. (b) The Secretary of the Company shall, promptly upon receipt of such a request claim for indemnificationindemnification from the Indemnitee, advise the Board of Trustees Directors in writing that Indemnitee has requested indemnification. Any Expenses incurred by the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold the Indemnitee harmless for any Expenses incurred by Indemnitee under the immediately preceding sentence irrespective of the outcome of the determination of the Indemnitee’s entitlement to indemnification. (bc) Upon submission of a written request by the Indemnitee for indemnification as provided in Section 7(a), a Determination shall be made as to Indemnitee’s entitlement to indemnification. Any such Determination shall be made within thirty (30) days after receipt of Indemnitee’s written request for indemnification pursuant to the first sentence of Section 7(a) hereof), unless Indemnitee agrees to a determinationlonger period, if required by applicable law, with respect to Indemnitee’s entitlement thereto and such Determination shall promptly be made in the specific case: either (i) by a majority of the Disinterested Directors, even though less than a quorum, so long as Indemnitee does not request that such Determination be made by Independent Counsel, or (ii) if a Change so requested by Indemnitee, in Control shall have occurredIndemnitee’s sole discretion, by Independent Counsel in a written opinion to the Board of Trustees, Company and Indemnitee. If a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined), or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees Determination is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if it is so determined made that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationDetermination. Indemnitee shall reasonably 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 determinationDetermination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be advanced and borne by the Company (irrespective of the determination Determination as to Indemnitee’s entitlement to indemnification) and the Company shall is liable to indemnify and hold Indemnitee harmless therefrom. If the person, persons or entity making such Determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person, persons or entity shall reasonably prorate such part of indemnification among such claims, issues or matters. (d) In the event Indemnitee requests that the Determination be made by Independent Counsel, Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection by made by the Board of Directors, in which event the Board of Directors shall make such selection on behalf of the Company, subject to the remaining provisions of this Section 7(d)), and Indemnitee or the Company, as the case may be, shall give written notice to the other, advising the Company or Indemnitee of the identity of the Independent Counsel so selected. The Company or Indemnitee, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to Indemnitee or the Company, as the case may be, a written objection to such selection; provided, however, that 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 25 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 7(a) of this Agreement, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a 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 all objections are so resolved or the person so appointed shall act as Independent Counsel under this Agreement. Any expenses incurred by Independent Counsel shall be borne by the Company (irrespective of the Determination of Indemnitee’s entitlement to indemnification) and not by Indemnitee.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification (including, but not limited to, the advancement of Expenses and contribution by the Company) 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 Trustees Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a6(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly 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 of TrusteesDirectors, a copy of which shall be delivered to Indemnitee; Indemnitee (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case the determination shall be made in the manner provided in Clause (ii) below), or (ii) if a Change of in Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) Directors by a majority vote of a quorum consisting of Disinterested Trustees Directors (as herein hereinafter defined), or (B) if a quorum of the Board of Trustees Directors consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such quorum of said Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trusteessaid Disinterested Directors, by the shareholders stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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 Expenses Independent Counsel, member of the Board of Directors, or stockholder of the Company shall act reasonably and in good faith in making a determination under the Agreement of the Indemnitee’s entitlement to indemnification. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company shall indemnify hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall be selected as provided in this Section 6(c). If a Change in 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 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 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 ten (10) 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; provided, however, that 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 14(f) of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected, or Independent Counsel has been selected and objected to, and such objection has not been resolved, 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 all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(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 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(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 8 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). (d) The Company shall not be required to obtain the consent of the Indemnitee to the settlement of any Proceeding which the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and the settlement grants the Indemnitee a complete and unqualified release in respect of the potential liability.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including 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 Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereofindemnification, a determination, if required by applicable law, determination with respect to Indemnitee’s 's entitlement thereto shall promptly be made in the specific case: case as follows: (i) if a Change in Control (as defined in section 5(b) of this Agreement) shall have occurred, by Independent Counsel (as defined in Section 5(a) of this Agreement) in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to IndemniteeIndemnitee (unless Indemnitee shall request that such determination be made by the Board or the Stockholders, in which case the determination shall be made in the manner provided below in clause (ii); or or (ii) if a Change of in Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined)disinterested directors, or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees disinterested directors is not obtainable or, even if obtainable, such quorum of Disinterested Trustees disinterested directors so directs, by Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee, Indemnitee or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders stockholders of the Company; and, if . (c) If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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 that is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company shall indemnify hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (d) If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent counsel so selected. If a Change 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), 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, a written objection to such selection. Such objection may be asserted only on the ground that 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, twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 4 hereof, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this Section 4(d), 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. The person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel under Section 4 hereof. The Company shall pay any and all reasonable fees and expenses incident to the procedures of this Section 4, including reasonable fees and expenses incurred by such Independent Counsel 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 12 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 Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereof8(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, unless Indemnitee and the Company agree otherwise, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined), or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten 10 days after such determination. Indemnitee shall cooperate with the person, persons or entity firm making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity firm upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which that is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity firm making such determination shall be borne paid by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company shall indemnify hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) The Independent Counsel referred to in Section 8(b) shall be selected as provided in this Section 8(c). 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. Within 10 days after such written notice of selection shall have been given, Indemnitee may deliver to the Company a written objection to such selection; provided that 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 17, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or 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), no Independent Counsel shall have been selected and not objected to, Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection that shall have been made by Indemnitee to the Company’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 all objections are so resolved or the person so appointed shall then act as Independent Counsel under Section 8(b). Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (d) The Company shall not be required to obtain the consent of Indemnitee to the settlement of any Proceeding the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and the settlement grants Indemnitee a complete and unqualified release in respect of the potential liability. The Company shall not be liable for any amount paid by the Indemnitee in settlement of any Proceeding that is not defended by the Company, unless the Company has consented to such settlement, which consent shall not be unreasonably withheld.

Procedure for Determination of Entitlement to Indemnification. (a) 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 Trustees in writing that Indemnitee has requested indemnification. (b) b. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly 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 of TrusteesDirectors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum consisting of Disinterested Trustees (as herein defined)the Board, or (B) if a quorum of the Board of Trustees consisting of there are no such Disinterested Trustees is not obtainable Directors or, even if obtainable, such quorum of Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee, Indemnitee or (C) if so directed by a majority of the members of the Board of TrusteesBoard, by the shareholders stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten seven (7) days after such determination. The Company and Indemnitee shall each 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 Expenses costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) ), and the Company shall indemnify 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 10 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; provided, however, that 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 17 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or 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 and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware 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 all objections are 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, and if such Independent Counsel was selected or appointed by Indemnitee or the Court, shall provide such Independent Counsel with such retainer as may requested by such counsel. 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). d. The Company shall not be required to obtain the consent of Indemnitee to the settlement of any Proceeding which the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and the settlement grants Indemnitee a complete and unqualified release in respect of the potential liability. The Company shall not be liable for any amount paid by Indemnitee in settlement of any Proceeding that is not defended by the Company, unless the Company has consented to such settlement, which consent shall not be unreasonably withheld.

Procedure for Determination of Entitlement to Indemnification. (ai) To obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a written requestrequest for indemnification, including such documentation and information as is therein or therewith, except to the extent previously provided to the Company in connection with a request or requests for advancement pursuant to Section 1(e) hereof, a statement or statements reasonably available to evidencing all Losses incurred or paid by or on behalf of the Indemnitee and for which indemnification is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnificationrequested. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees Directors in writing that the Indemnitee has requested indemnification. (bii) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 7(a1(d)(i) hereof, a determination, if required by applicable lawlaw and to the extent not otherwise provided pursuant to the terms of this Agreement, a determination with respect to the Indemnitee’s entitlement thereto to indemnification shall promptly be made in the specific case: (i) case by the Reviewing Party. If there has not been a Change in Control, or if there has been a Change in Control which has been approved by a majority of the directors of the Company who were directors immediately prior to the Change in Control (the “Incumbent Directors”), the Reviewing Party shall have occurredbe selected by the Board of Directors of the Company by a majority vote of the Disinterested Directors, and if there has been a Change in Control which has not been approved by a majority of the Incumbent Directors, the Reviewing Party shall be Independent Legal Counsel. (iii) Notice in writing of any determination as to the Indemnitee’s entitlement to indemnification shall be delivered to the Indemnitee promptly after such determination is made, and if such determination of entitlement to indemnification has been made by Independent Counsel, such determination shall be set forth in a written opinion addressed to the Board of Directors, and such notice to Indemnitee shall be accompanied by a copy of such written opinion. If it is determined that the Indemnitee is entitled to indemnification, then payment to the Indemnitee of all amounts to which the Indemnitee is determined to be entitled shall be made within thirty (30) days after such determination. If it is determined that the Indemnitee is not entitled to indemnification, then the written notice to the Indemnitee (or, if such determination has been made by Independent Counsel in a written opinion, the copy of such written opinion delivered to the Board of Trustees, a copy of Indemnitee) shall disclose the basis upon which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined), or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten 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 Expenses 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 shall indemnify and hold Indemnitee harmless therefrombased.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification (including, but not limited to, the advancement of Expenses and contribution by the Company) 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 Trustees Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a6(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly 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 of TrusteesDirectors, a copy of which shall be delivered to Indemnitee; Indemnitee (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case the determination shall be made in the manner provided in Clause (ii) below), or (ii) if a Change of in Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) Directors by a majority vote of a quorum consisting of Disinterested Trustees Directors (as herein hereinafter defined), or (B) if a quorum of the Board of Trustees Directors consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such quorum of said Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trusteessaid Disinterested Directors, by the shareholders stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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 Expenses Independent Counsel, member of the Board of Directors, or stockholder of the Company shall act reasonably and in good faith in making a determination under the Agreement of the Indemnitee’s entitlement to indemnification. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company shall indemnify hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall be selected as provided in this Section 6(c). If a Change in 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 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 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 ten (10) 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; provided, however, that 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 14(f) of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected, or Independent Counsel has been selected and objected to, and such objection has not been resolved, either the Company or Indemnitee may petition any 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 all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(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 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(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 8 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). (d) The Company shall not be required to obtain the consent of the Indemnitee to the settlement of any Proceeding which the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and the settlement grants the Indemnitee a complete and unqualified release in respect of the potential liability.

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 such documentation and information as which 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 Trustees in writing Directors that the Indemnitee has requested indemnification. Any Expenses incurred by, or in the case of retainers, to be incurred by, the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Company. (b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 7(a) Sections 4 and 5 hereof, a the entitlement of the Indemnitee to indemnification pursuant to the terms of this Agreement shall be determined by the following person or persons, who shall be empowered to make such determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurredrequested by the Indemnitee, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so requestrequested, (A) by the Board of Trustees Directors of the Company, by a majority vote of a quorum (determined in accordance with the Bylaws) consisting of Disinterested Directors, or (B) if a duly authorized committee thereof) by quorum consisting of Disinterested Directors is not obtainable or if a majority vote of a quorum consisting of Disinterested Trustees (as herein defined), or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee, or (C) if so directed . The Independent Counsel shall be selected by a majority of the members of the Board of Trustees, Directors of the Company unless there shall have occurred within two years prior to the date of the commencement of the Proceeding for which indemnification is claimed a “Change of Control” as defined in the Company’s Amended and Restated 2010 Long Term Incentive Plan in which case the Independent Counsel shall be selected by the shareholders claimant unless the claimant shall request that such selection be made by the Board of Directors. Such determination of entitlement to indemnification shall be made not later than 45 days after receipt by the Company; and, if Company of a written request for indemnification. If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten 15 days after such determination. . (c) The Indemnitee shall cooperate with be entitled to indemnification hereunder without a separate determination by or on behalf of the person, persons or entity making such determination Company pursuant to Section 9(b) hereof with respect to any Proceeding and/or any claim, issue, or matter with respect thereto: (i) which is resolved by agreement without any payment or assumption or admission of liability by the Indemnitee; or (ii) as to which a final decision on the merits has been made by the court or other body with jurisdiction over that Proceeding, in which the Indemnitee was not determined to be liable with respect to such claim, issue, or matter asserted against the Indemnitee in the Proceeding; or (iii) as to which a court or arbitrator determines upon application that, despite such a determination of liability on the part of the Indemnitee, but in view of all the circumstances of the Proceeding and of the Indemnitee’s entitlement to indemnificationconduct with respect thereto, including providing to such person, persons or entity upon reasonable advance request any documentation or information which the Indemnitee is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee fairly and reasonably necessary entitled to indemnification for such determination. Any judgments, penalties, fines, amounts paid in settlement, and Expenses incurred by as such court or arbitrator shall deem proper; provided, however, such decision shall have been rendered in or with respect to the Proceeding for which the 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 shall indemnify and hold Indemnitee harmless therefromseeks indemnification under this Agreement.

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 Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereof8(a), a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, unless Indemnitee and the Company agree otherwise, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined), or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten 10 days after such determination. Indemnitee shall cooperate with the person, persons or entity firm making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity firm upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which that is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity firm making such determination shall be borne paid by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company shall indemnify hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) The Independent Counsel referred to in Section 8(b) shall be selected as provided in this Section 8(c). 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. Within 10 days after such written notice of selection shall have been given, Indemnitee may deliver to the Company a written objection to such selection; provided that 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 17, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or 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), no Independent Counsel shall have been selected and not objected to, Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection that shall have been made by Indemnitee to the Company'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 all objections are so resolved or the person so appointed shall then act as Independent Counsel under Section 8(b). Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a), 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 Whenever Indemnitee believes that Indemnitee is entitled to indemnification under pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Company a written request, including such Company. Any request for indemnification shall include sufficient documentation and or information as is reasonably available to Indemnitee and for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is reasonably necessary to determine whether and to what extent the later date for which Indemnitee is entitled to requests indemnification. The Secretary of the Company or other appropriate officer shall, promptly upon receipt of such a Indemnitee’s request for indemnification, advise the Board of Trustees Directors in writing that Indemnitee has requested made such request. Determination of Indemnitee’s entitlement to indemnification and, if so entitled, full payment of Indemnitee’s claim for indemnification shall be made not later than thirty (30) days after the Company’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) Upon written request by Indemnitee for indemnification pursuant The Company shall be entitled to select the first sentence of Section 7(a) hereof, a determination, if required by applicable law, with respect to forum in which Indemnitee’s entitlement thereto shall promptly to indemnification will be made in the specific case: (i) heard; provided, however, that if there is a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined), or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if it is so determined that Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) a majority vote of Disinterested Directors (as hereinafter defined), payment to Indemnitee even though less than a quorum; (ii) by a committee of Disinterested Directors designated by majority vote of the Disinterested Directors, even though less than a quorum; (iii) Independent Legal Counsel, whose determination shall be made within ten days after such determination. Indemnitee shall cooperate with in a written opinion; or (iv) 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 Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective stockholders of the determination as to Indemnitee’s entitlement to indemnification) and the Company shall indemnify and hold Indemnitee harmless therefromCompany.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall must 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 such indemnification. The Secretary of the Company shallwill, promptly upon receipt of such a request for indemnification, advise the Board of Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by The person, persons or entity (the “Reviewing Party”) who will determine whether Indemnitee for is entitled to indemnification pursuant to in the first sentence of Section 7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly instance will be made in the specific case: (i) if a Change in Control shall have occurredthe Board, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) acting by a majority vote of a quorum consisting of Disinterested Trustees Directors (as herein hereinafter defined), whether or (B) if not such majority constitutes a quorum of the Board of Trustees consisting Board, (ii) a committee of Disinterested Trustees is Directors designated by a majority vote of the Disinterested Directors, whether or not obtainable orsuch majority constitutes a quorum, even (iii) if obtainable, such quorum a majority vote of Disinterested Trustees Directors so directsorders, by a written opinion of Independent Counsel (as hereinafter defined) or (iv) if there are no Disinterested Directors, or if Indemnitee so directs in writing at the time a request for indemnification is made, a written opinion of Independent Counsel. Promptly after making the determination the Reviewing Party will render its written opinion to the Board of Trustees, a copy of which shall Company and Indemnitee as to whether and to what extent Indemnitee should be delivered permitted to Indemnitee, or (C) if so directed by a majority of be indemnified under this Agreement. If the members of the Board of Trustees, by the shareholders of the Company; and, if it is so determined Reviewing Party determines that Indemnitee is entitled to indemnification, the Company will make payment to Indemnitee shall be made within ten days after such determination. Indemnitee shall must cooperate with the person, persons or entity making such determination Reviewing Party with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity the Reviewing Party upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which that is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses The Company will pay all reasonable costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Reviewing Party (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company shall indemnify hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) If the Disinterested Directors or Indemnitee directs that an Independent Counsel be appointed, the Board will select the Independent Counsel, and promptly following such selection the Company will give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. Within ten days after such written notice of selection has been given, Indemnitee may deliver to the Company a written objection to such selection; provided that 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, and the objection must set forth with particularity the factual basis for such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If such written objection is so made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If within 45 days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a) that directs the Board to appoint an Independent Counsel no Independent Counsel has been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for the appointment of such person or entity as Independent Counsel as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed by the court will then act as Independent Counsel under this Agreement. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a), the Independent Counsel will 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. Indemnitee may submit one or more such requests from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion. The Secretary officer of the Company receiving any such request from Indemnitee shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a10(a) hereofabove, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined)or, or (B) if such a quorum cannot be obtained, then by a majority vote of a duly authorized committee of the Board consisting solely of Trustees consisting of one or more Disinterested Trustees is Trustees, (ii) if Independent Counsel has been selected by the Board and approved by the Indemnitee, which approval shall not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directsbe unreasonably withheld, by Independent Counsel Counsel, in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee, Indemnitee or (Ciii) if so directed by a majority of the members of the Board of TrusteesBoard, by the shareholders of the Company; and, if . If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten 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 determinationdetermination in the discretion of the Board or Independent Counsel if retained pursuant to clause (ii) of this Section 10(b). Any Expenses 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 shall indemnify and hold Indemnitee harmless therefrom. (c) The Company shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed.

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 Trustees in writing that Indemnitee has requested indemnification. (b) Upon On written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereof8(a), a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurredoccurred within two (2) years prior to the date of such written request, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change within two (2) years prior to the date of Control Indemnitee shall so such written request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum consisting of Disinterested Trustees (as herein defined)the Board, or (B) if a quorum of the Board of Trustees consisting of there are no such Disinterested Trustees is not obtainable orDirectors, even or if obtainable, such quorum of Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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 on 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 Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company shall indemnify 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), the Independent Counsel shall be selected as provided in this Section 8(c). If a Change of Control shall not have occurred within two (2) years prior to the date of Indemnitee's written request for indemnification pursuant to Section 8(a), the Independent Counsel shall be selected by the Board, 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 within two (2) years prior to the date of Indemnitee's written request for indemnification pursuant to Section 8(a), the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, 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 ten (10) 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 17, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a), no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery 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 petitioned court or by such other person as the petitioned court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 8(b). The Company shall pay any and all

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 Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly 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 of TrusteesDirectors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum consisting of Disinterested Trustees (as herein defined)the Board, or (B) if a quorum of the Board of Trustees consisting of there are no such Disinterested Trustees is not obtainable Directors or, even if obtainable, such quorum of Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee, Indemnitee or (C) if so directed by a majority of the members of the Board of TrusteesBoard, by the shareholders stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten seven (7) 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 Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company shall indemnify 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 10 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; provided, however, that 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 17 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or 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 and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware 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 all objections are 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). (d) The Company shall not be required to obtain the consent of the Indemnitee to the settlement of any Proceeding which the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and the settlement grants the Indemnitee a complete and unqualified release in respect of the potential liability. The Company shall not be liable for any amount paid by the Indemnitee in settlement of any Proceeding that is not defended by the Company, unless the Company has consented to such settlement, which consent shall not be unreasonably withheld.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain Whenever Indemnitee believes that he or she is entitled to indemnification under pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Company a written request, including such Corporation. Any request for indemnification shall include sufficient documentation and or information as is reasonably available to Indemnitee and to support his or her claim for indemnification. Indemnitee shall submit such claim for indemnification within a reasonable time not to exceed five years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, final termination or other disposition or partial disposition of any Proceeding, whichever is reasonably necessary to determine whether and to what extent the later date for which Indemnitee is entitled to requests indemnification. The President or the Secretary of the Company or other appropriate officer shall, promptly upon receipt of such a Indemnitee’s request for indemnification, advise the Board of Trustees Directors in writing that Indemnitee has requested made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the Corporation’s receipt of his or her written request for such indemnification. (b) Upon The Indemnitee shall be entitled to select the forum in which Indemnitee’s request for indemnification will be heard, which selection shall be included in the written request by Indemnitee for indemnification pursuant to required in Section 9(a). The forum shall be any one of the first sentence of Section 7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: following: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to The stockholders of the Board of Trustees, a copy of which shall be delivered to Indemnitee; or Corporation; (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined), or (B) if a A quorum of the Board of Trustees Directors consisting of Disinterested Trustees is not obtainable Directors; or (iii) Independent Legal Counsel, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel who shall make the determination in a written opinion opinion. If Indemnitee fails to the Board of Trusteesmake such designation, a copy of which his or her claim shall be delivered to Indemnitee, or (C) if so directed determined by a majority an appropriate court of the members State of the Board of Trustees, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten days after such determination. Delaware. (c) 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 Expenses costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company shall indemnify Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, the Indemnitee shall submit to the Company Partnership a written request, including such documentation and information as which 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 General Partner shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees in writing Directors that the Indemnitee has requested indemnification. Any Expenses incurred by, or in the case of retainers, to be incurred by, the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Partnership. (b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 7(a) 4 and Section 5 hereof, a the entitlement of the Indemnitee to indemnification pursuant to the terms of this Agreement shall be determined by the following person or persons, who shall be empowered to make such determination, : if required requested by applicable law, with respect to the Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so requestrequested, (A) by the Board of Trustees Directors, by a majority vote of a quorum (determined in accordance with the GP LLC Agreement) consisting of Disinterested Directors, or if a duly authorized committee thereof) by quorum consisting of Disinterested Directors is not obtainable or if a majority vote of a quorum consisting of Disinterested Trustees (as herein defined), or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee, or (C) if so directed . The Independent Counsel shall be selected by a majority of the members of the Board of TrusteesDirectors unless there shall have occurred within two years prior to the date of the commencement of the Proceeding for which indemnification is claimed a “Change of Control” as defined in the Partnership’s 2017 Long Term Incentive Plan, in which case the Independent Counsel shall be selected by the shareholders claimant unless the claimant shall request that such selection be made by the Board of Directors. Such determination of entitlement to indemnification shall be made not later than 45 days after receipt by the Company; and, if Partnership of a written request for indemnification. If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten 15 days after such determination. . (c) The Indemnitee shall cooperate with be entitled to indemnification hereunder without a separate determination by or on behalf of the person, persons or entity making such determination Partnership pursuant to Section 9(b) hereof with respect to any Proceeding and/or any claim, issue or matter with respect thereto: which is resolved by agreement without any payment or assumption or admission of liability by the Indemnitee; or as to which a final decision on the merits has been made by the court or other body with jurisdiction over that Proceeding, in which the Indemnitee was not determined to be liable with respect to such claim, issue or matter asserted against the Indemnitee in the Proceeding; or as to which a court or arbitrator determines upon application that, despite such a determination of liability on the part of the Indemnitee, but in view of all the circumstances of the Proceeding and of the Indemnitee’s entitlement to indemnificationconduct with respect thereto, including providing to such person, persons or entity upon reasonable advance request any documentation or information which the Indemnitee is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee fairly and reasonably necessary entitled to indemnification for such determination. Any judgments, penalties, fines, amounts paid in settlement and Expenses incurred by as such court or arbitrator shall deem proper; provided, however, such decision shall have been rendered in or with respect to the Proceeding for which the 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 shall indemnify and hold Indemnitee harmless therefromseeks indemnification under this Agreement.

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 Trustees in writing that Indemnitee has requested indemnification. (b) Upon On written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereof8(a), a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurredoccurred within two (2) years prior to the date of such written request, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change within two (2) years prior to the date of Control Indemnitee shall so such written request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum consisting of Disinterested Trustees (as herein defined)the Board, or (B) if a quorum of the Board of Trustees consisting of there are no such Disinterested Trustees is not obtainable orDirectors, even or if obtainable, such quorum of Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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 on 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 Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company shall indemnify hereby indemnities 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), the Independent Counsel shall be selected as provided in this Section 8(c). If a Change of Control shall not have occurred within two (2) years prior to the date of Indemnitee's written request for indemnification pursuant to Section 8(a), the Independent Counsel shall be selected by the Board, 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 within two (2) years prior to the date of Indemnitee's written request for indemnification pursuant to Section 8(a), the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, 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 ten (10) 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 17, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected way not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that

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 or appropriate to determine whether and to what extent Indemnitee is entitled to indemnification. Indemnitee may submit one or more such requests from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion. The Secretary officer of the Company receiving any such request from Indemnitee shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a10(a) hereofabove, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have has occurred, by Independent Counsel in a written opinion to the Board of TrusteesCounsel, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined), or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee, which Independent Counsel shall be selected by Indemnitee and approved by the Board of Trustees in accordance with 8 Del. C. § 145(d), which approval shall not be unreasonably withheld; or (ii) if a Change in Control has not occurred, (A) by a majority vote of the Disinterested Trustees or, by the majority vote of a group of Disinterested Trustees designated by the Disinterested Trustees to make the determination, (B) if Independent Counsel has been selected by the Board of Trustees in accordance with 8 Del. C. § 145(d)(3) and approved by Indemnitee, which approval shall not be unreasonably withheld or delayed, by Independent Counsel, in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee or (C) if so directed by a majority of the members of the Board of Trustees, and to the extent permitted under Section 17(h) of the 1940 Act, by the shareholders of the Company; and, if other than trustees or officers who are parties to the Proceeding. If it is so determined that Indemnitee is entitled to indemnification, the Company shall make payment to Indemnitee shall be made within ten 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 or appropriate to such determinationdetermination in the discretion of the Board of Trustees or Independent Counsel if retained pursuant to clause (ii)(B) of this Section 10(b). Any Expenses 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 shall indemnify and hold Indemnitee harmless therefrom. (c) The Company shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed.

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 Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees Directors (as herein defined), or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of TrusteesBoard, by the shareholders stockholders of the Company; and, if . If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten 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 determinationdetermination in the discretion of the Board or Independent Counsel if retained pursuant to clause (ii)(B) of this Section 9. Any Expenses actually and reasonably 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 shall indemnify and hold Indemnitee harmless therefrom.

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 Trustees Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of in Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) Directors by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined)Directors, or (B) if a quorum of the Board of Trustees Directors consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if . If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten days after such determination. Indemnitee shall cooperate with the person, persons or entity person making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity person 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 Expenses costs or expenses (including reasonable attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person making such determination, in response to a request by such 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 shall indemnify and hold Indemnitee harmless therefrom).

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 or appropriate to determine whether and to what extent Indemnitee is entitled to indemnification. Indemnitee may submit one or more such requests from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion. The Secretary officer of the Company receiving any such request from Indemnitee shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees Trust Managers in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a10(a) hereofabove, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have has occurred, by Independent Counsel Counsel, in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined), or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the Board of TrusteesTrust Managers, a copy of which shall be delivered to Indemnitee, which Independent Counsel shall be selected by Indemnitee and approved by the Board of Trust Managers in accordance with the CCC, which approval shall not be unreasonably withheld; or (ii) if a Change in Control has not occurred, (A) by a majority vote of the Disinterested Trust Managers or by the majority vote of a group of Disinterested Trust Managers designated by the Disinterested Trust Managers to make the determination, (B) if Independent Counsel has been selected by the Board of Trust Managers in accordance with the CCC and approved by Indemnitee, which approval shall not be unreasonably withheld or delayed, by Independent Counsel, in a written opinion to the Board of Trust Managers, a copy of which shall be delivered to Indemnitee or (C) if so directed by a majority of the members of the Board of TrusteesTrust Managers, by the shareholders stockholders of the Company; and, if other than trust managers or officers who are parties to the Proceeding. If it is so determined that Indemnitee is entitled to indemnification, the Company shall make payment to Indemnitee shall be made within ten 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 determinationdetermination in the discretion of the Board of Trust Managers or Independent Counsel if retained pursuant to clause (ii)(B) of this Section 10(b). Any Expenses 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 shall indemnify and hold Indemnitee harmless therefrom. (c) The Company shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall must 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 that indemnification. The Secretary of the Company shallwill, promptly upon receipt of on receiving such a request for that indemnification, advise the Board of Trustees in writing of that Indemnitee has requested indemnificationrequest. (b) Upon On written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereof8(a), a determination, if required by applicable lawlaw requires, with respect to Indemnitee’s 's entitlement thereto shall promptly will be made in the specific case: (i) if a Change in of Control shall have occurredhas occurred within two years prior to the date of that request, by an Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall will be delivered to Indemnitee; or (ii) if a Change of Control shall has not have occurred or if after a Change within two years prior to the date of Control Indemnitee shall so that request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors, even though less than a quorum consisting of Disinterested Trustees (as herein defined)the Board, or (B) if a quorum of there are no Disinterested Directors, or if the Board of Trustees consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directsdirect, by an Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall will be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnificationindemnification hereunder, payment the Company will: (i) within 10 days after that determination pay to Indemnitee shall be made all amounts theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination; and (ii) thereafter on written request by Indemnitee, pay to Indemnitee within ten 10 days after that request such additional amounts theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination. Indemnitee shall will cooperate with the person, persons or entity making such the determination with respect to Indemnitee’s 's entitlement to indemnificationindemnification under this Agreement, including providing to such person, persons or entity upon on reasonable advance request any documentation or information which is (i) not privileged or otherwise protected from disclosure and which is disclosure, (ii) reasonably available to Indemnitee and (iii) reasonably necessary to such that determination. Any Expenses incurred by The Company will bear all costs and expenses (including attorneys' fees and disbursements) Indemnitee incurs 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 shall indemnify hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) If an Independent Counsel is to make the determination of entitlement to indemnification pursuant to Section 8(b), the Independent Counsel will be selected as this Section 8(c) provides. If a Change of Control has not occurred within two years prior to the date of Indemnitee's written request for indemnification pursuant to Section 8(a), the Board will select the Independent Counsel, and the Company will give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control has occurred within two years prior to the date of that written request, Indemnitee will select the Independent Counsel (unless Indemnitee requests that the Board make the selection, in which event the preceding sentence will apply), and Indemnitee will 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 10 days after the written notice of selection has been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to the selection; provided, however, that any such objection may be asserted only on the ground that the Independent Counsel so selected is not an "Independent Counsel" as Section 17 defines that term, and the objection must set forth with particularity the factual basis for that assertion. If any such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until that objection is withdrawn or a court has determined that objection is without merit. If (i) an Independent Counsel is to make the determination of entitlement to indemnification pursuant to Section 8(b) and (ii) within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a), no Independent Counsel has been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery or other court of competent jurisdiction for resolution of any objection that has 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 petitioned court or by such other person as the petitioned court designates, and the person with respect to whom all objections are so resolved or the person so appointed will act as the Independent Counsel under Section 8(b). The Company will pay any and all reasonable fees and expenses the Independent Counsel incurs in connection with acting pursuant to Section 8(b), and the Company will pay all reasonable fees and expenses incident to the procedures this Section 8(c) sets forth, regardless of the manner in which the Independent Counsel is selected or appointed. If (i) the Independent Counsel selected or appointed pursuant to this Section 8(c) does not make any determination respecting Indemnitee's entitlement to indemnification hereunder within 90 days after the Company receives a written request therefor and (ii) any judicial proceeding or arbitration pursuant to Section 10(a) is then commenced, that Independent Counsel will 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, the Indemnitee shall submit to the Company G&P a written request, including such documentation and information as which 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 G&P shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees in writing Directors that the Indemnitee has requested indemnification. Any Expenses incurred by, or in the case of retainers to be incurred by, the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Company. (b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 7(a) Sections 4 and 5 hereof, a the entitlement of the Indemnitee to indemnification pursuant to the terms of this Agreement shall be determined by the following person or persons, who shall be empowered to make such determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurredrequested by Indemnitee, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so requestrequested, (A) by the Board of Trustees (or a duly authorized committee thereof) Directors of G&P, by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined)Directors, or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees Directors is not obtainable or, even or if obtainable, such a majority vote of a quorum consisting of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee, or (C) if so directed . The Independent Counsel shall be selected by a majority of the members of the Board of Trustees, Directors of G&P. Such determination of entitlement to indemnification shall be made not later than 45 days after receipt by the shareholders G&P of the Company; and, if a written request for indemnification. If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten 15 days after such determination. . (c) The Indemnitee shall cooperate with be entitled to indemnification hereunder without a separate determination by or on behalf of the personCompany pursuant to Section 9(b) hereof, persons or entity making such determination with respect to any Proceeding and/or any claim, issue, or matter with respect thereto: (i) which is resolved by agreement without any payment or assumption or admission of liability by the Indemnitee; or (ii) as to which a final decision on the merits has been made by the court or other body with jurisdiction over that Proceeding, in which the Indemnitee was not determined to be liable with respect to such claim, issue, or matter asserted against the Indemnitee in the Proceeding, or (iii) as to which a court or arbitrator determines upon application that, despite such a determination of liability on the part of the Indemnitee, but in view of all the circumstances of the Proceeding and of the Indemnitee’s entitlement to indemnificationconduct with respect thereto, including providing to such person, persons or entity upon reasonable advance request any documentation or information which the Indemnitee is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee fairly and reasonably necessary entitled to indemnification for such determination. Any judgments, penalties, fines, amounts paid in settlement, and Expenses incurred by as such court or arbitrator shall deem proper; provided, however, such decision shall have been rendered in or with respect to the Proceeding for which the 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 shall indemnify and hold Indemnitee harmless therefromseeks indemnification under this Agreement.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, following final disposition of the applicable Proceeding, the Indemnitee shall submit to the Company in care of the Secretary of the Company a written requestrequest therefor, including along with, at the subsequent request of the Company, 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 Trustees in writing that the Indemnitee has requested indemnification. (b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 7(a8(a) hereof, a determination, if required by applicable law, with respect to the Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum; or (ii) by a committee of Disinterested Directors designated by a majority vote of Disinterested Directors, even though less than a quorum; or (iii) if a Change in Control shall have occurredthere are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel (as hereinafter defined), as selected pursuant to Section 8(c), in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to the Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (Aiv) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined), or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders stockholders of the Company; and, if . If it is so determined that the Indemnitee is entitled to indemnification, the Company shall make payment to the Indemnitee shall be made within ten 10 days after such determination. The Indemnitee shall cooperate with the person, persons Person or entity Persons making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons Person or entity Persons 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 Expenses incurred Notwithstanding the foregoing, if a Change of Control has occurred, the Indemnitee may require a determination with respect to the Indemnitee’s entitlement to indemnification to be made by Indemnitee Independent Counsel, as selected pursuant to Section 8(c), in so cooperating with a written opinion to the personBoard. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof, persons or entity making such determination the Independent Counsel shall be borne 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 (including a vote of a majority of the Disinterested Directors if obtainable), and the Company shall give written notice to the 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 the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and approved by the Company (irrespective which approval shall not be unreasonably withheld, conditioned or delayed). If (i) an Independent Counsel is to make the determination of entitlement pursuant to Section 8(b) hereof, and (ii) within 20 days after submission by the Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been selected, either the Company or the Indemnitee may petition the Court of Chancery of the determination State of Delaware for the appointment as Independent Counsel of a Person selected by such court or by such other Person as such court shall designate. 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 Indemnitee’s entitlement to indemnificationSection 8(b) hereof, and the Company shall indemnify pay all reasonable fees and hold Indemnitee harmless therefromexpenses 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 pursuant to Section 10(a)(iv) 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 Agreementindemnification, 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 Trustees Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly be made in the specific case: case as follows: (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 9(b)) in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of in Control shall not have occurred or if after a Change occurred, at the discretion of Control Indemnitee shall so request, the Board of Directors (Aa) by the Board of Trustees (or a duly authorized committee thereof) Directors by a majority vote of a quorum consisting of Disinterested Trustees Directors (as herein hereinafter defined), or (Bb) if a quorum of the Board of Trustees Directors consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to Indemnitee, Indemnitee or (Cc) if so directed by a majority the stockholders of the members of the Board of Trustees, by the shareholders of the CompanyCorporation; or (iii) as provided in Section 10(b); and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b), the Independent Counsel shall be selected as provided in this Section 9(c). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Corporation shall give written notice to Indemnitee advising him/her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall cooperate with request that such selection be made by the personBoard of Directors, persons in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or entity making the Corporation, as the case may be, may, within seven (7) days after such determination with respect written notice of selection shall have been given, deliver to the Corporation or to Indemnitee’s entitlement to indemnification, including providing as the case may be, a written objection to such person, persons or entity upon reasonable advance request any documentation or information which is selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with meet the person, persons or entity making such determination shall be borne by the Company requirements of "Independent Counsel" (irrespective of the determination as to Indemnitee’s entitlement to indemnificationhereinafter defined) and the Company objection shall indemnify set forth with particularity the factual basis of such assertion. The Corporation shall pay any and hold Indemnitee harmless therefromall reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall must 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 that indemnification. The Secretary of the Company shallwill, promptly upon receipt of such a request for that indemnification, advise the Board of Trustees in writing that Indemnitee has requested that indemnification. (b) Upon On written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereof8(a), a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly will be made in the specific case: (i) if a Change in of Control shall have occurredoccurred within two years prior to the date of such written request, by Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall will be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change within two years prior to the date of Control Indemnitee shall so such written request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors, even though less than a quorum consisting of Disinterested Trustees (as herein defined)the Board, or (B) if a quorum of the Board of Trustees consisting of there are no such Disinterested Trustees is not obtainable orDirectors, even or if obtainable, such quorum of Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall will be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnificationindemnification under this Agreement, payment to Indemnitee shall be made the Company will: (i) within ten 10 days after such determination pay to Indemnitee all amounts theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination; and (ii) thereafter on written request by Indemnitee, pay to Indemnitee within 10 days after that request such additional amounts incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination. Indemnitee shall will cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnificationindemnification under this Agreement, including providing to such person, persons or entity upon on 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 Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall will be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company shall indemnify 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), the Independent Counsel will be selected as provided in this Section 8(c). If a Change of Control shall not have occurred within two years prior to the date of Indemnitee's written request for indemnification pursuant to Section 8(a), the Board will select the Independent Counsel, and the Company will give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred within two years prior to the date of Indemnitee's written request for indemnification pursuant to Section 8(a), Indemnitee will select the Independent Counsel (unless Indemnitee requests that such selection be made by the Board, in which event the preceding sentence will apply), and Indemnitee will 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 10 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; PROVIDED, HOWEVER, that 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 17, and the objection must set forth with particularity the factual basis for such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If (i) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) and (ii) within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a), no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery or other court of competent jurisdiction for resolution of any objection that 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 petitioned court or by such other person as the petitioned court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 8(b). The Company will 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), and the Company will 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 and appointed. If (i) Independent Counsel does not make any determination respecting Indemnitee's entitlement to indemnification hereunder within 90 days after receipt by the Company of a written request therefor and (ii) any judicial proceeding or arbitration pursuant to Section 10(a)(iii) is then commenced, Independent Counsel will 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 Whenever Indemnitee believes that he or she is entitled to indemnification under pursuant to this Agreement, Indemnitee shall submit to the Company Corporation a written request, including such request for indemnification. Any request for indemnification shall include sufficient documentation and or information as is reasonably available to Indemnitee and to support his or her claim for indemnification, including the undertaking required by Section 3 in the case of a request for reimbursement or advancement of Expenses in advance of the final disposition of the applicable Proceeding. Indemnitee shall submit such claim for indemnification within a reasonable time not to exceed one year after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, final termination or other disposition or partial disposition of any Proceeding, whichever is reasonably necessary to determine whether and to what extent the later date for which Indemnitee is entitled to requests indemnification. The Secretary In the case of any request for reimbursement or advancement of Expenses incurred in advance of the Company final disposition of a Proceeding other than a Proceeding that Indemnitee initiated as a plaintiff, or in the case of a request for reimbursement or advancement of Expenses as a witness as provided in Section 2, the Chairman of the Board, the President or the Secretary or other appropriate officer shall cause the Corporation to honor such request if such officer determines that the amounts requested have been or will be actually and reasonably incurred. In the case of any other request, the Chairman of the Board, the President or the Secretary or other appropriate officer shall, promptly upon receipt of such a Indemnitee's request for indemnification, advise the Board of Trustees Directors in writing that Indemnitee has requested indemnificationmade such request. Determination of Indemnitee's entitlement to indemnification as set forth in such written request shall be made in accordance with the remaining provisions of this Section 5. (b) Upon If the indemnification request relates to reimbursement or advancement of Expenses incurred or to be incurred in advance of the final disposition of a Proceeding that Indemnitee initiated as a plaintiff, the determination whether to honor such request (unless ordered by a court) shall be made, not later than ninety (90) days after the Corporation's receipt of the written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereofindemnification, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors or, if there are no Disinterested Directors or if a quorum consisting majority of Disinterested Trustees (as herein defined), or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs, by Independent Legal Counsel in a written opinion opinion. The person or persons making such decision may require that the Indemnitee furnish to the Board Corporation evidence of Trusteesfinancial ability of Indemnitee to make a repayment contemplated by Section 3 or security for such repayment. (c) If the indemnification request relates to any other matter, the determination whether to honor such request (unless ordered by a copy of which court) shall be delivered to Indemniteemade, or not later than ninety (C90) if so directed days after the Corporation's receipt of the written request for indemnification, by a majority vote of the members Disinterested Directors or, if there are no Disinterested Directors or if a majority of the Board of TrusteesDisinterested Directors so directs, by Independent Legal Counsel in a written opinion. (d) Unless otherwise provided by applicable law, in any Proceeding to enforce a right to indemnification under this Agreement, the shareholders Corporation shall have the burden of proving that the Company; andIndemnitee is not entitled to indemnification, if it is so determined and there shall be a rebuttable presumption that the Indemnitee is entitled to indemnificationindemnification hereunder. (e) Notwithstanding any other provision of this Agreement, payment to Indemnitee no indemnification shall be made within ten days after such determination. in respect of any claim, issue or matter as to which Indemnitee shall cooperate with have been adjudged to be liable to the personCorporation unless and only to the extent that the Court of Chancery of Delaware or the court in which the applicable Proceeding was brought shall determine upon application that, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnificationdespite the adjudication of liability but in view of all the circumstances of the case, including providing to such person, persons or entity upon reasonable advance request any documentation or information which Indemnitee is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee fairly and reasonably necessary entitled to indemnity for such determination. Any Expenses incurred by Indemnitee in so cooperating with which the person, persons Court of Chancery or entity making such determination other court shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company shall indemnify and hold Indemnitee harmless therefromdeem proper.

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 Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly 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 of TrusteesDirectors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum consisting of Disinterested Trustees (as herein defined)the Board, or (B) if a quorum of the Board of Trustees consisting of there are no such Disinterested Trustees is not obtainable Directors or, even if obtainable, such quorum of Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee, Indemnitee or (C) if so directed by a majority of the members of the Board of TrusteesBoard, by the shareholders stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten seven (7) days after such determination. The Company and the Indemnitee shall each 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 Expenses costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) ), and the Company shall indemnify 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 10 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; provided, however, that 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 17 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or 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 and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware 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 all objections are 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, and if such Independent Counsel was selected or appointed by the Indemnitee or the Court, shall provide such Independent Counsel with such retainer as may requested by such counsel. 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). (d) The Company shall not be required to obtain the consent of the Indemnitee to the settlement of any Proceeding which the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and the settlement grants the Indemnitee a complete and unqualified release in respect of the potential liability. The Company shall not be liable for any amount paid by the Indemnitee in settlement of any Proceeding that is not defended by the Company, unless the Company has consented to such settlement, which consent shall not be unreasonably withheld.

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 that is reasonably necessary for the Company to make a written request, including such documentation determination of Indemnitee's entitlement to indemnification hereunder and information as that 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 90 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 Trustees 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 first sentence of Section 7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto under this Agreement shall promptly be made determined in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) case by a majority vote of a quorum of the Board consisting of Disinterested Trustees (as herein defined), or (B) if Directors. If such a quorum of the Board of Trustees consisting of Disinterested Trustees is not obtainable oror the Board, even if obtainable, such quorum by the majority vote of Disinterested Trustees so Directors, directs, the determination shall be made by Independent Counsel in a written opinion opinion. (c) In the event the determination of entitlement is to be made by Independent Counsel, such Independent Counsel shall be selected by the Board of Trustees, a copy of which shall be delivered to and approved by Indemnitee, or (C) if so directed by a majority of the members . Upon failure of the Board to so select such Independent Counsel or upon failure of TrusteesIndemnitee to so approve, such Independent Counsel shall be selected by the shareholders American Arbitration Association or such other person as such Association shall designate to make such selection. All Expenses of the Company; and, if it is so determined that Indemnitee is entitled Independent Counsel incurred in connection with acting pursuant to indemnification, payment to Indemnitee shall be made within ten 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 Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination this Agreement shall be borne by the Company. (d) 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 90 days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be absolutely entitled to such indemnification, absent (irrespective 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. (e) 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 that Indemnitee reasonably believed to be in or not opposed to the best interests of the 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. (f) For purposes of any determination as of good faith hereunder, Indemnitee shall be deemed to Indemnitee’s entitlement to indemnification) and have acted in good faith if in taking such action Indemnitee relied on the records or books of account of the Company or an Affiliate, including financial statements, or on information supplied to Indemnitee by the officers of the Company or an Affiliate in the course of their duties, or on the advice of legal counsel for the Company or an Affiliate or on information or records given or reports made to the Company or an Affiliate by an independent certified public accountant or by an appraiser, petroleum engineer or other expert selected with reasonable care by the Company or an Affiliate. The Company shall indemnify and hold have the burden of establishing the absence of good faith. The provisions of this Section 9(f) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee harmless therefrommay be deemed to have met the applicable standard of conduct set forth in this Agreement. (g) The knowledge and/or actions, for failure to act, of any director, officer, agent or employee of the Company or an Affiliate shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Chief Executive Officer of 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 Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a8(a) hereof, a determination, if required by applicable law, determination with respect to Indemnitee’s 's entitlement thereto shall promptly 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 of TrusteesBoard, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of in Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors (as hereinafter defined), even though such Disinterested Directors represent less than a quorum consisting of Disinterested Trustees (as herein defined)the Board, or (B) if a quorum of the Board of Trustees consisting of there are no such Disinterested Trustees is not obtainable Directors or, even if obtainable, such quorum of Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee, Indemnitee or (C) if so directed by a majority of the members of the Board of TrusteesBoard, by the shareholders stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten 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 Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company shall indemnify 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 in Control shall not have occurred, the Independent Counsel shall be selected by the Disinterested Directors or, if there are no such Disinterested Directors, by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection by made by the Board, 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 ten (10) 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; PROVIDED; HOWEVER, that 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 17 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Court of Chancery of the State of Delaware or other court of competent jurisdiction has determined that such objection is without merit. If, within twenty (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 and 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 of Chancery of the State of Delaware or by such other person as the Court of Chancery of the State of Delaware shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 8(b) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(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). (d) The Company shall not be required to obtain the consent of Indemnitee to the settlement of any Proceeding which the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and the settlement grants Indemnitee a complete and unqualified release in respect of the potential liability. Indemnitee shall not unreasonably withhold his consent to any proposed settlement; PROVIDED, HOWEVER, that the Company shall not settle any proceeding in any manner that would impose any penalty or limitation on Indemnitee without his written consent. The Company shall not be liable for any amount paid by Indemnitee in settlement of any Proceeding unless the Company has consented to such settlement, which consent shall not be unreasonably withheld.

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. Indemnitee may submit one or more such requests from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion. The Secretary officer of the Company receiving any such request from Indemnitee shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a10(a) hereofabove, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion report to the Board of Trustees, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of in Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) acting in good faith by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined)or, or (B) if such a quorum cannot be obtained, then by a majority vote of a duly authorized committee of the Board of Trustees consisting solely of one or more Disinterested Trustees is not obtainable orTrustees, even (B) if obtainable, such quorum of Disinterested Trustees so directsIndependent Counsel has been selected pursuant to subsection (d) below, by Independent Counsel in a written opinion report to the Board of Trustees, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if . If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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 determinationdetermination in the discretion of the Board of Trustees or Independent Counsel if retained pursuant to clause (ii)(B) of this subsection (b). Any Expenses 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 shall indemnify and hold Indemnitee harmless therefrom. (c) The Company shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed. (d) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to subsection (b) hereof, the Independent Counsel shall be selected as provided in this subsection (d). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board of Trustees, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change 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 Trustees, 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 ten (10) 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; provided, however, that 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 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to subsection (a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a 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 all objections are so resolved or the person so appointed shall act as Independent Counsel under subsection (b) hereof.

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 Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly 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 of TrusteesDirectors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of in Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum consisting of Disinterested Trustees (as herein defined)the Board, or (B) if a quorum of the Board of Trustees consisting of there are no such Disinterested Trustees is not obtainable Directors or, even if obtainable, such quorum of Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee, Indemnitee or (C) if so directed by a majority of the members of the Board of TrusteesBoard, by the shareholders stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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 Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company shall indemnify 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 in 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 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 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 10 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; provided, however, that 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. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or 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 and 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 all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 8(b) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(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). (d) The Company shall not be required to obtain the consent of the Indemnitee to the settlement of any Proceeding which the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and the settlement grants the Indemnitee a complete and unqualified release in respect of the potential liability; provided, however, that the Company shall not settle any Proceeding in any manner that would require admission of personal wrongdoing by Indemnitee, or impose any penalty or limitation on Indemnitee, without Indemnitee's written consent. The Company shall not be liable for any amount paid by the Indemnitee in settlement of any Proceeding that is not defended by the Company, unless the Company has consented to such settlement, which consent shall not be unreasonably withheld or delayed.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, the Indemnitee shall submit to the Company Partnership a written request, including such documentation and information as which 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 General Partner shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees in writing Directors that the Indemnitee has requested indemnification. Any Expenses incurred by, or in the case of retainers, to be incurred by, the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Partnership. (b) Upon written request by the Indemnitee for indemnification pursuant to this Agreement, the first sentence entitlement of Section 7(a) hereofthe Indemnitee to indemnification pursuant to the terms of this Agreement shall be determined by the following person or persons, a who shall be empowered to make such determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurredrequested by the Indemnitee, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so requestrequested, (A) by the Board of Trustees Directors, by a majority vote of a quorum (determined in accordance with the GP LLC Agreement) consisting of Disinterested Directors, or (B) if a duly authorized committee thereof) by quorum consisting of Disinterested Directors is not obtainable or if a majority vote of a quorum consisting of Disinterested Trustees (as herein defined), or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee, or (C) if so directed . The Independent Counsel shall be selected by a majority of the members of the Board of Trustees, Directors. Such determination of entitlement to indemnification shall be made not later than 45 days after receipt by the shareholders Partnership of the Company; and, if a written request for indemnification. If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten 15 days after such determination. . (c) The Indemnitee shall cooperate with be entitled to indemnification hereunder without a separate determination by or on behalf of the person, persons or entity making such determination Partnership pursuant to Section 5(b) hereof with respect to any Proceeding and/or any claim, issue or matter with respect thereto: (i) which is resolved by agreement without any payment or assumption or admission of liability by the Indemnitee, or which is terminated by withdrawal or dismissal, with or without prejudice; (ii) which was terminated by any other means, but in which the Indemnitee was not determined to be liable with respect to such claim, issue or matter asserted against the Indemnitee in the Proceeding; or (iii) as to which a court or arbitrator determines upon application that, despite such a determination of liability on the part of the Indemnitee, but in view of all the circumstances of the Proceeding and of the Indemnitee’s entitlement to indemnificationconduct with respect thereto, including providing to such person, persons or entity upon reasonable advance request any documentation or information which the Indemnitee is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee fairly and reasonably necessary entitled to indemnification for such determination. Any judgments, penalties, fines, amounts paid in settlement and Expenses incurred by as such court or arbitrator shall deem proper; provided, however, such decision shall have been rendered in or with respect to the Proceeding for which the 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 shall indemnify and hold Indemnitee harmless therefromseeks indemnification under this Agreement.

Procedure for Determination of Entitlement to Indemnification. (aA) 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 such indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees in writing that Indemnitee has requested indemnification. (bB) Upon written request by The person, persons or entity (the "Reviewing Party") who shall determine whether Indemnitee for is entitled to indemnification pursuant to in the first sentence of Section 7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto instance shall promptly be made in the specific case: (i) if a Change in Control shall have occurredthe Board, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) acting by a majority vote of a quorum consisting of Disinterested Trustees Directors (as herein hereinafter defined), whether or (B) if not such majority constitutes a quorum of the Board of Trustees consisting Board, (ii) a committee of Disinterested Trustees Directors designated by a majority vote of the Disinterested Directors, whether or not such majority constitutes a quorum, or (iii) if there are no Disinterested Directors, or if Indemnitee so directs in writing at the time a request for indemnification is not obtainable ormade, even if obtainable, such quorum of Disinterested Trustees so directs, by an Independent Counsel in a (as hereinafter defined). Promptly after making the determination the Reviewing Party shall render its written opinion to the Board of Trustees, a copy of which shall Company and Indemnitee as to whether and to what extent Indemnitee should be delivered permitted to Indemnitee, or (C) if so directed by a majority of be indemnified under this Agreement. If the members of the Board of Trustees, by the shareholders of the Company; and, if it is so determined Reviewing Party determines that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made by the Company within ten 10 days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination Reviewing Party with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity the Reviewing Party upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which that is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses All reasonable costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination Reviewing Party shall be borne paid by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company shall indemnify hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (C) If Indemnitee directs that an Independent Counsel be appointed, the Independent Counsel shall be selected by the Board, and promptly following such selection the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. Within 10 days after such written notice of selection has been given, Indemnitee may deliver to the Company a written objection to such selection; provided that 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, and the objection shall set forth with particularity the factual basis for such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If within 45 days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a) that directs the Board to appoint an Independent Counsel, no Independent Counsel has been selected and 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 the appointment of such person or entity as Independent Counsel as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed by the court shall then act as Independent Counsel under this Agreement. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a), 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 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 Trustees Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly 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 of Directors, 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 the determination shall be made in the manner provided below in clauses (ii) or (iii)); (ii) if a Change of Control shall not have occurred, (A) by a majority vote of the Disinterested Directors (as hereinafter defined), or by a Board committee which is appointed by a majority vote of the Disinterested Directors and which consists solely of Disinterested Directors or (B) if so directed by a majority vote of Disinterested Directors, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined), or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of TrusteesDirectors, by the shareholders stockholders of the CompanyCorporation; or (iii) as provided in Section 8(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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 Expenses costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company shall indemnify 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 7(b) of this Agreement, the Independent Counsel shall be selected as provided in this Section 7(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Corporation 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 Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Corporation, as the case may be, may, within 7 days after such written notice of selection shall have been given, deliver to the 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 requirement of “Independent Counsel” as defined in Section 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 had determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 7(a) hereof, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this Section 7(c), either the 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 shall have been made by the 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 favorably resolved or the person so appointed shall act as Independent Counsel under Section 7(b) hereof. The 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 7(b) hereof, and the Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 7(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 9(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) 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 Clerk of the Company Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees in writing that Indemnitee has requested indemnification. (b) b. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a6(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly be made in the specific case: (i) : i. if a Change in Control (as defined in Annex A) shall have occurred, by Independent Counsel independent legal counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee; or (; ii) . if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors, even though less than a quorum consisting of Disinterested Trustees (as herein defined)the Board, or (B) if a quorum of the Board of Trustees consisting of there are no such Disinterested Trustees is not obtainable Directors or, even if obtainable, such quorum of Disinterested Trustees Directors so directsdirect, by Independent Counsel independent legal counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee, Indemnitee or (C) if so directed by a majority of the members of the Board of TrusteesBoard, by the shareholders stockholders of the CompanyCorporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten seven days after such determination. The Corporation and the Indemnitee shall each 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 Expenses 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 shall indemnify 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 legal counsel pursuant to Section 6(b) hereof, the independent legal counsel shall be selected by the Board, provided, however, if a Change of Control shall have occurred, the independent legal counsel shall be selected by Indemnitee. For purposes of this Agreement, "independent legal counsel" means a law firm, or a member of a law firm, that is experienced in matters of corporation law and would not have a conflict of interest in representing either the Corporation or Indemnitee in an action to determine Indemnitee's rights under this Agreement. The Corporation agrees to pay the reasonable fees of the independent legal counsel referred to above and to fully indemnify such counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

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 any such a request for indemnification, advise the Board of Trustees in writing that Indemnitee has requested indemnification. Any Expenses incurred by Indemnitee in connection with Indemnitee’s request for indemnification shall be borne by the Corporation. The Corporation hereby indemnifies and agrees to hold Indemnitee harmless from any Expenses incurred by Indemnitee under the immediately preceding sentence irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If, at the time of receipt of any such request for indemnification, the Corporation has director and officer liability insurance policies in effect, the Corporation shall promptly notify the relevant insurers in accordance with the procedures and requirements of such policies. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereof10(a), a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly be made in the specific such case: (i) if a Change in Control shall have has occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the Board or the stockholders, in which case in the manner provided for in clause (ii) or (iii) of this Section 10(b)) in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall has not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum consisting of Disinterested Trustees (as herein defined)quorum, or (B) if by a quorum of the Board of Trustees consisting committee of Disinterested Trustees is Directors designated by a majority vote of such directors, whether or not obtainable orsuch majority constitutes a quorum, even (C) if obtainablethere are no Disinterested Directors, such quorum of or if the Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee, or (CD) if the Disinterested Directors so directed by a majority of the members of the Board of Trusteesdirect, by the shareholders stockholders of the CompanyCorporation; andor (iii) if necessary, if it is so determined that Indemnitee is entitled as provided in Section 11(b). The determination of entitlement to indemnification, payment to Indemnitee indemnification shall be made within ten and, unless a contrary determination is made, such indemnification shall be paid in full by the Corporation not later than 60 calendar days after such determinationreceipt by the Corporation of a written request for indemnification. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including without limitation 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 that is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses expenses (including fees and expenses of legal counsel) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be advanced and borne by the Company Corporation (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) ), and the Company shall indemnify Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. If the person, persons or entity making such determination shall determine that Indemnitee is entitled to indemnification as to part (but not all) of the request for indemnification, such person, persons or entity shall reasonably prorate such part of indemnification among such claims, issues or matters. In no event shall a determination of Indemnitee’s entitlement to indemnification be made, or be required to be made, as a condition to or otherwise in connection with any advancement of Expenses pursuant to Section 8 of this Agreement or, with respect to any Proceeding, to the extent Indemnitee has been successful on the merits or otherwise in such Proceeding. (c) If required, Independent Counsel shall be selected as follows: (i) if a Change of Control has not occurred, Independent Counsel shall be selected by the Board, and the Corporation shall give written notice to Indemnitee advising him of the identity of Independent Counsel so selected; or (ii) if a Change of Control has occurred, Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event (i) shall apply), and Indemnitee shall give written notice to the Corporation advising it of the identity of Independent Counsel so selected. In either event, Indemnitee or the Corporation, as the case may be, may, within seven days after such written notice of selection shall have been given, deliver to the 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 Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or entity so selected shall act as Independent Counsel. If such written objection is made and substantiated, Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction 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 10(a), no Independent Counsel shall have been selected and not objected to, either the Corporation or Indemnitee may petition the Court of Chancery of the State of Delaware, or any other court of competent jurisdiction, for resolution of any objection that has been made by the Corporation or Indemnitee to the other's selection of Independent Counsel and/or for appointment as Independent Counsel of a person selected by such court or by such other person as 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 10(b). The Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with its actions pursuant to this Agreement, and the Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 10(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding pursuant to Section 12(a)(iii), 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 Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly 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 of TrusteesDirectors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum consisting of Disinterested Trustees (as herein defined)the Board, or (B) if a quorum of the Board of Trustees consisting of there are no such Disinterested Trustees is not obtainable Directors or, even if obtainable, such quorum of Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee, Indemnitee or (C) if so directed by a majority of the members of the Board of TrusteesBoard, by the shareholders stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten seven (7) 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 Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company shall indemnify 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 10 days after such written notice of selection shall have (d) The Company shall not be required to obtain the consent of the Indemnitee to the settlement of any Proceeding which the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and the settlement grants the Indemnitee a complete and unqualified release in respect of the potential liability. The Company shall not be liable for any amount paid by the Indemnitee in settlement of any Proceeding that is not defended by the Company, unless the Company has consented to such settlement, which consent shall not be unreasonably withheld.

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 Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereof8(a), a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, unless Indemnitee and the Company agree otherwise, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined), or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten 10 days after such determination. Indemnitee shall cooperate with the person, persons or entity firm making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity firm upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which that is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity firm making such determination shall be borne paid by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company shall indemnify hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) The Independent Counsel referred to in Section 8(b) shall be selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising of the identity of the Independent Counsel so selected. Within 10 days after such written notice of selection shall have been given, Indemnitee may deliver to the Company a written objection to such selection; provided that 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 17, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or 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), no Independent Counsel shall have been selected and not objected to, Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection that shall have been made by Indemnitee to the Company'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 all objections are so resolved or the person so appointed shall then act as Independent Counsel under Section 8(b). Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a), 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, the Indemnitee shall submit to the Company a written request, including such documentation and information as which 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 Trustees Directors in writing that the Indemnitee has requested indemnification. Any Expenses incurred by the Indemnitee in connection with the Indemnitee's request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold the Indemnitee harmless for any Expenses incurred by the Indemnitee under the immediately preceding sentence irrespective of the outcome of the determination of the Indemnitee's entitlement to indemnification. (b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 7(a) Sections 4 and 5 hereof, a the entitlement of the Indemnitee to indemnification pursuant to the terms of this Agreement shall be determined by the following person or persons, who shall be empowered to make such determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel (unless the Indemnitee shall request in writing that such determination be made by the Board of Directors (or a committee thereof) in the manner provided for in clause (b)(ii) of this Section 9) in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee; or (ii) if a Change of in Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) Directors of the Company, by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined)Directors, or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such or if a majority vote of a quorum consisting of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee, or (C) if so directed . The Independent Counsel shall be selected by a majority the Board of Directors and approved by the members Indemnitee. Upon failure of the Board of TrusteesDirectors to so select, or upon failure of the Indemnitee to so approve, the Independent Counsel shall be selected by the shareholders Chancellor of the Company; andState of Delaware or such other person as the Chancellor shall designate to make such selection. Such determination of entitlement to indemnification shall be made not later than 45 days after receipt by the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, if such person shall reasonably prorate such part of indemnification among such claims, issues or matters. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten 10 days after such determination. . (c) Indemnitee shall cooperate with be entitled to indemnification hereunder without a separate determination by or on behalf of the personCompany, persons or entity making such determination with respect to any proceeding and/or any claim, issue, or matter with respect thereto: (i) which is resolved by agreement without any payment or assumption or admission of liability by Indemnitee; or (ii) as to which a final decision on the merits has been made by the court or other body with jurisdiction over that proceeding, in which Indemnitee was not determined to be liable with respect to such claim, issue, or matter asserted against Indemnitee in the proceeding, or (iii) as to which a court or arbitrator determines upon application that, despite such a determination of liability on the part of Indemnitee, but in view of all the circumstances of the proceeding and of Indemnitee’s entitlement to indemnificationconduct with respect thereto, including providing to such person, persons or entity upon reasonable advance request any documentation or information which Indemnitee is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee fairly and reasonably necessary entitled to indemnification for such determination. Any judgments, penalties, fines, amounts paid in settlement, and Expenses incurred by as such court or arbitrator shall deem proper; provided, however, such decision shall have been rendered in or with respect to the proceeding for which 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 shall indemnify and hold Indemnitee harmless therefromseeks indemnification under this Agreement.

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 Trustees in writing that Indemnitee has requested indemnification. (b) Upon On written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereof8(a), a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurredoccurred within two (2) years prior to the date of such written request, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change within two (2) years prior to the date of Control Indemnitee shall so such written request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum consisting of Disinterested Trustees (as herein defined)the Board, or (B) if a quorum of the Board of Trustees consisting of there are no such Disinterested Trustees is not obtainable orDirectors, even or if obtainable, such quorum of Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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 on 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 Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company shall indemnify 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), the Independent Counsel shall be selected as provided in this Section 8(c). If a Change of Control shall not have occurred within two (2) years prior to the date of Indemnitee's written request for indemnification pursuant to Section 8(a), the Independent Counsel shall be selected by the Board, 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 within two (2) years prior to the date of Indemnitee's written request for indemnification pursuant to Section 8(a), the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, 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 ten (10) 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 17, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a), no Independent Counsel shall have been

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company Fund 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 Trustees in writing that Indemnitee has requested indemnification. (ba) Upon written request by Indemnitee for indemnification advance of expenses pursuant to Paragraph 7, the first sentence disinterested, non-party trustees shall hold a meeting within fifteen (15) days following the day of Section 7(areceipt by the Fund of Indemnitee's request. If a majority of the disinterested, non-party trustees agree that the Indemnitee meets the requirements for having expenses advanced, that will be the decision of the Fund. If the disinterested, non-party trustees agree unanimously that Indemnitee does not meet the requirements for expense advances, that shall be the decision of the Fund. If neither of those decisions can be achieved or if the disinterested, non-party trustees so direct, the decision as to Indemnitee's request shall be made by an independent counsel as provided herein. In the event there should be no disinterested, non-party trustee available, the trustees shall proceed immediately to the appointment of an Independent Counsel pursuant to Subsection (d) hereofbelow. (b) Upon determination that the disinterested, non-party trustees cannot or prefer not to make the decision as to Indemnitee's request for advances, a determination, if required by applicable law, determination with respect to Indemnitee’s 's entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined), or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the Board of Trusteesopinion, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if as provided in Section 9(a). If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the personIndependent Counsel or disinterested, persons or entity non-party trustees making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons Independent Counsel or entity trustees upon reasonable advance request any documentation or information which (1) that is not privileged or otherwise protected from disclosure and disclosure, (2) which is reasonably available to Indemnitee and (3) reasonably necessary to such determination. Any Expenses reasonable costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne advanced by the Company Fund (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) ), and the Company shall indemnify Fund hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Fund), and Indemnitee shall give written notice to the Fund advising it as to the identity of the Independent Counsel so selected. The Fund or Indemnitee may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party 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 requirement of "Independent Counsel" as defined in Section 14, 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. In order to qualify as Independent Counsel, the person nominated must certify that his calendar is such that he can complete the assignment within the thirty (30) day period contemplated by Section 9(a).

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. Indemnitee may submit one or more such requests from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion. The Secretary officer of the Company receiving any such request from Indemnitee shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a(a) hereofabove, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion report to the Board of Trustees, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of in Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) acting in good faith by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined)or, or (B) if such a quorum cannot be obtained, then by a majority vote of a duly authorized committee of the Board of Trustees consisting solely of one or more Disinterested Trustees is not obtainable orTrustees, even (B) if obtainable, such quorum of Disinterested Trustees so directsIndependent Counsel has been selected pursuant to subsection (d) below, by Independent Counsel in a written opinion report to the Board of Trustees, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if . If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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 determinationdetermination in the discretion of the Board of Trustees or Independent Counsel if retained pursuant to clause (ii)(B) of this (b). Any Expenses 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 shall indemnify and hold Indemnitee harmless therefrom. (c) The Company shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed. (d) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to (b) hereof, the Independent Counsel shall be selected as provided in this (d) hereof. If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board of Trustees, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change 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 Trustees, 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 10 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; provided, however, that 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 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 20 days after the later of submission by Indemnitee of a written request for indemnification pursuant to (a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a 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 all objections are so resolved or the person so appointed shall act as Independent Counsel under (b) hereof.

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 Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly 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 of TrusteesDirectors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of in Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum consisting of Disinterested Trustees (as herein defined)the Board, or (B) if a quorum of the Board of Trustees consisting of there are no such Disinterested Trustees is not obtainable Directors or, even if obtainable, such quorum of Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of Trusteesboard, a copy of which shall be delivered to Indemnitee, Indemnitee or (C) if so directed by a majority of the members of the Board of TrusteesBoard, by the shareholders stockholders of the Companycompany; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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 Expenses incurred . (c) In the event the determination of entitlement to indemnification is to be made by Indemnitee in so cooperating with Independent Counsel pursuant to Section 8(b) hereof, the person, persons or entity making such determination Independent Counsel shall be borne selected as provided in this Section 8(c). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Company (irrespective Board of the determination as to Indemnitee’s entitlement to indemnification) Directors, and the Company shall indemnify give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change 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 apply), and hold Indemnitee harmless therefromshall 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 10 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; provided, however, that 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 17 of this Agreement, and the objection shall set for with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or 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 and 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 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 all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 8(b) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(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 contact then prevailing). (d) The Company shall not be required to obtain the consent of the Indemnitee to the settlement of any Proceeding which the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and the settlement grants the Indemnitee a complete and unqualified release in respect of the potential liability. The Company shall not be liable for any amount paid by the Indemnitee in settlement of any Proceeding that is not defended by the Company, unless the Company has consented to such settlement, which consent shall not be unreasonably withheld.

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 Trustees Directors in writing that Indemnitee has requested indemnification. (b) . Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a8(a) hereof, a determination, if required by applicable lawApplicable Laws, with respect to Indemnitee’s 's entitlement thereto shall promptly 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 of TrusteesDirectors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) Directors by a majority vote of a quorum consisting of Disinterested Trustees Directors (as herein hereinafter defined), ; or (B) if a quorum of the Board of Trustees Directors consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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 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 Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company shall indemnify hereby indemnifies and agrees to hold Indemnitee harmless therefrom. 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 ten (10) 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; provided, however, that 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 17 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (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 and not objected to, either the Company or Indemnitee may petition the courts of the Province of British Columbia 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 all objections are 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 Agreement, the Indemnitee shall submit to the Company a written request, including such documentation and information as which 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 Trustees Directors in writing that the Indemnitee has requested indemnification. Any Expenses incurred by the Indemnitee in connection with the Indemnitee's request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold the Indemnitee harmless for any Expenses incurred by the Indemnitee under the immediately preceding sentence irrespective of the outcome of the determination of the Indemnitee's entitlement to indemnification. (b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 7(a) Sections 4 and 5 hereof, a the entitlement of the Indemnitee to indemnification pursuant to the terms of this Agreement shall be determined by the following person or persons, who shall be empowered to make such determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel (unless the Indemnitee shall request in writing that such determination be made by the Board of Directors (or a committee thereof) in the manner provided for in clause (b)(ii) of this Section 9) in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee; or (ii) if a Change of in Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) Directors of the Company, by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined)Directors, or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such or if a majority vote of a quorum consisting of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee, ; or (Ciii) if so directed in any event, by a majority the stockholders pursuant to the Bylaws of the members Company. The Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee. Upon failure of the Board of TrusteesDirectors to so select, or upon failure of the Indemnitee to so approve, the Independent Counsel shall be selected by the shareholders Chancellor of the Company; andState of Delaware or such other person as the Chancellor shall designate to make such selection. Such determination of entitlement to indemnification shall be made not later than 45 days after receipt by the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, if such person shall reasonably prorate such part of indemnification among such claims, issues or matters. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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 Expenses 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 shall indemnify and hold Indemnitee harmless therefrom.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain When seeking indemnification under this Agreement, 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 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 30 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 Trustees 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 first sentence of Section 7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto under this Agreement shall promptly be made determined in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) case by a majority vote of a quorum consisting of the Disinterested Trustees (as herein defined), Directors whether or (B) if not constituting a quorum of the Board of Trustees consisting Board, unless the Board, by the majority vote of Disinterested Trustees Directors, directs that the determination shall be made by Independent Counsel. (c) In the event the determination of entitlement is not obtainable or, even if obtainableto be made by Independent Counsel, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to shall be selected by the Board of Trustees, a copy of which shall be delivered to and approved by Indemnitee, or (C) if so directed by a majority of the members . Upon failure of the Board to so select such Independent Counsel or upon failure of TrusteesIndemnitee to so approve, such Independent Counsel shall be selected by the shareholders Chancellor of the Company; and, if it is so State of Delaware or such other person as the Chancellor shall designate to make such selection. (d) If the Board or Independent Counsel shall have determined that Indemnitee is not entitled to indemnificationindemnification to the full extent of Indemnitee’s request, payment to Indemnitee shall be made within ten days after such determination. Indemnitee shall cooperate have the right to seek entitlement to indemnification in accordance with the person, procedures set forth in Section 8 hereof. (e) If the person or persons or entity making such empowered pursuant to Section 7(b) hereof to make a determination with respect to Indemnitee’s entitlement to indemnification, including providing indemnification shall have failed 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 Expenses incurred by Indemnitee in so cooperating with make the person, persons or entity making such requested determination shall be borne within 90 days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be absolutely entitled to such indemnification, absent (irrespective 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 best interests of the determination as Company or create a presumption that (with respect to any criminal action or proceeding) Indemnitee had reasonable cause to believe that Indemnitee’s entitlement conduct was unlawful. (g) For purposes of any determination of good faith hereunder, Indemnitee shall be deemed to indemnification) and have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company or any Affiliate, including financial statements, or on information supplied to Indemnitee by the officers of the Company or an Affiliate in the course of their duties, or on the advice of legal counsel for the Company or an Affiliate or on information or records given or reports made to the Company or an Affiliate by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or an Affiliate. The provisions of this Section 7(g) shall indemnify and hold not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee harmless therefrommay be deemed to have met the applicable standard of conduct set forth in this Agreement. (h) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company or an Affiliate shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain When seeking indemnification under this Agreement, 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 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 30 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 Trustees 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 first sentence of Section 7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto under this Agreement shall promptly be made determined in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) case by a majority vote of a quorum consisting of the Disinterested Trustees (as herein defined), Directors whether or (B) if not constituting a quorum of the Board of Trustees consisting Board, unless the Board, by the majority vote of Disinterested Trustees Directors, directs that the determination shall be made by Independent Counsel. (c) In the event the determination of entitlement is not obtainable or, even if obtainableto be made by Independent Counsel, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to shall be selected by the Board of Trustees, a copy of which shall be delivered to and approved by Indemnitee, or (C) if so directed by a majority of the members . Upon failure of the Board to so select such Independent Counsel or upon failure of TrusteesIndemnitee to so approve, such Independent Counsel shall be selected by the shareholders Chancellor of the Company; and, if it is so State of Delaware or such other person as the Chancellor shall designate to make such selection. (d) If the Board or Independent Counsel shall have determined that Indemnitee is not entitled to indemnificationindemnification to the full extent of Indemnitee's request, payment to Indemnitee shall be made within ten days after such determination. Indemnitee shall cooperate have the right to seek entitlement to indemnification in accordance with the person, procedures set forth in Section 8 hereof. (e) If the person or persons or entity making such empowered pursuant to Section 7(b) hereof to make a determination with respect to Indemnitee’s entitlement to indemnification, including providing indemnification shall have failed 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 Expenses incurred by Indemnitee in so cooperating with make the person, persons or entity making such requested determination shall be borne within 90 days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be absolutely entitled to such indemnification, absent (irrespective 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 best interests of the 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 as of good faith hereunder, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s entitlement to indemnification) and 's action is based on the records or books of account of the Company or any Affiliate, including financial statements, or on information supplied to Indemnitee by the officers of the Company or an Affiliate in the course of their duties, or on the advice of legal counsel for the Company or an Affiliate or on information or records given or reports made to the Company or an Affiliate by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or an Affiliate. The provisions of this Section 7(g) shall indemnify and hold not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee harmless therefrommay be deemed to have met the applicable standard of conduct set forth in this Agreement. (h) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company or an Affiliate shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain Whenever an Indemnified Party believes that he or she is entitled to indemnification under pursuant to this Agreement, Indemnitee the Indemnified Party shall submit a written request for indemnification to the Company a written request, including such Corporation. Any request for indemnification shall include sufficient documentation and or information as is reasonably available to Indemnitee and is reasonably necessary Executive to determine whether and to what extent Indemnitee is entitled to support his or her claim for indemnification. The Indemnified Party shall submit such claim for indemnification within a reasonable time not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, final termination or other disposition or partial disposition of any Proceeding, whichever is the later date for which the Indemnified Party requests indemnification. The President or the Secretary of the Company or other appropriate officer shall, promptly upon receipt of such a the Indemnified Party’s request for indemnification, advise the Board of Trustees Directors in writing that Indemnitee the Indemnified Party has requested made such request. Determination of the Indemnified Party’s entitlement to indemnification shall be made not later than ninety (90) days after the Corporation’s receipt of his or her written request for such indemnification. (b) Upon An Indemnified Party shall be entitled to select the forum in which the Indemnified Party’s request for indemnification will be heard, which selection shall be included in the written request by Indemnitee for indemnification pursuant to required in Section 8(a) above. The forum shall be any one of the first sentence of Section 7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: following: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to The stockholders of the Board of Trustees, a copy of which shall be delivered to Indemnitee; or Corporation; (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined), or (B) if a A quorum of the Board of Trustees Directors consisting of Disinterested Trustees is not obtainable Directors; or (iii) Independent legal counsel, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel who shall make the determination in a written opinion opinion. If the Indemnified Party fails to the Board of Trusteesmake such designation, a copy of which his or her claim shall be delivered to Indemnitee, or (C) if so directed determined by a majority an appropriate court of the members State of the Board of Trustees, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten days after such determination. Indemnitee Delaware. (c) An Indemnified Party shall cooperate with the person, persons or entity making such determination with respect to Indemniteethe Indemnified Party’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 the Indemnified Party and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee the Indemnified Party 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 Indemniteethe Indemnified Party’s entitlement to indemnification) and the Company shall indemnify Corporation hereby indemnifies and agrees to hold Indemnitee the Indemnified Party harmless therefrom.

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. Indemnitee may submit one or more such requests from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion. The Secretary officer of the Company receiving any such request from Indemnitee shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a(a) hereofabove, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion report to the Board of Trustees, a copy of which shall be delivered to Indemnitee,; or (ii) if a Change of in Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) acting in good faith by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined)or, or (B) if such a quorum cannot be obtained, then by a majority vote of a duly authorized committee of the Board of Trustees consisting solely of one or more Disinterested Trustees is not obtainable orTrustees, even (B) if obtainable, such quorum of Disinterested Trustees so directsIndependent Counsel has been selected pursuant to subsection (d) below , by Independent Counsel in a written opinion report to the Board of Trustees, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if . If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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 determinationdetermination in the discretion of the Board of Trustees or Independent Counsel if retained pursuant to clause (ii)(B) of this (b). Any Expenses 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 shall indemnify and hold Indemnitee harmless therefrom. (c) The Company shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed. (d) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to (b) hereof, the Independent Counsel shall be selected as provided in this (d). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board of Trustees, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change 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 Trustees, 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 ten (10) 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; provided, however, that 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 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to (a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a 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 all objections are so resolved or the person so appointed shall act as Independent Counsel under (b) hereof.

Procedure for Determination of Entitlement to Indemnification. (a) 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 Trustees in writing that Indemnitee has requested indemnification. (b) b. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly 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 of TrusteesDirectors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum consisting of Disinterested Trustees (as herein defined)the Board, or (B) if a quorum of the Board of Trustees consisting of there are no such Disinterested Trustees is not obtainable Directors or, even if obtainable, such quorum of Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee, Indemnitee or (C) if so directed by a majority of the members of the Board of TrusteesBoard, by the shareholders stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten seven (7) days after such determination. The Company and the Indemnitee shall each 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 Expenses costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) ), and the Company shall indemnify 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 10 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; provided, however, that 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 17 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or 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 and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware 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 all objections are 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, and if such Independent Counsel was selected or appointed by the Indemnitee or the Court, shall provide such Independent Counsel with such retainer as may requested by such counsel. 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). d. The Company shall not be required to obtain the consent of the Indemnitee to the settlement of any Proceeding which the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and the settlement grants the Indemnitee a complete and unqualified release in respect of the potential liability. The Company shall not be liable for any amount paid by the Indemnitee in settlement of any Proceeding that is not defended by the Company, unless the Company has consented to such settlement, which consent shall not be unreasonably withheld.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company Trust a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary or appropriate to determine whether and to what extent Indemnitee is entitled to indemnification. Indemnitee may submit one or more such requests from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion. The Secretary officer of the Company Trust receiving any such request from Indemnitee shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a10(a) hereofabove, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined)or, or (B) if such a quorum cannot be obtained, then by a majority vote of a duly authorized committee of the Board of Trustees consisting solely of one or more Disinterested Trustees, (ii) if Independent Counsel has been selected by the Board of Trustees is or a duly authorized committee of the Board of Trustees in accordance with Section 2-418(e)(ii)(2) of the MGCL and approved by Indemnitee, which approval shall not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directsbe unreasonably withheld, by Independent Counsel Counsel, in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee, or (Ciii) if so directed by a majority of the members of the Board of Disinterested Trustees, by the shareholders Beneficiaries of the Company; and, if Trust. If it is so determined that Indemnitee is entitled to indemnification, the Trust shall make payment to Indemnitee shall be made within 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 or appropriate to such determinationdetermination in the discretion of the Board of Trustees or Independent Counsel if retained pursuant to clause (ii)(B) of this Section 10(b). Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Trust (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company Trust shall indemnify and hold Indemnitee harmless therefrom. (c) The Trust shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed.

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 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 Trustees Directors in writing that the Indemnitee has requested indemnification. (b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereof, a determination, if required by applicable law, with respect to the Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control the Indemnitee shall so request, (A) by the Board of Trustees Directors (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees Directors (as herein defined), or (B) if a quorum of the Board of Trustees Directors consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee, or (C) if so directed by a majority of the members of the Board of TrusteesDirectors, by the shareholders stockholders of the Company; and, if it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten twenty (20) calendar days after such determination. The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the 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 the Indemnitee and reasonably necessary to such determination. Any Expenses incurred by the 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 the Indemnitee’s entitlement to indemnification) and the Company shall indemnify and hold the Indemnitee harmless therefrom. (c) The Company shall pay the fees and expenses of Independent Counsel, if one is appointed pursuant to this Section 7.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, the Indemnitee shall promptly submit to the Company a written requestrequest of any Claim for which Indemnitee could seek indemnification hereunder, including such documentation and information as which 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 Trustees Directors in writing that the Indemnitee has requested indemnification. Any Expenses incurred by the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold the Indemnitee harmless for any Expenses incurred by the Indemnitee under the immediately preceding sentence irrespective of the outcome of the determination of the Indemnitee’s entitlement to indemnification. (b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 7(a) Sections 5, 6 and 10 hereof, a the entitlement of the Indemnitee to indemnification pursuant to the terms of this Agreement shall be determined by the following person or persons, who shall be empowered to make such determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: : (i) if a Change in Control shall have occurred, by Independent Counsel (unless the Indemnitee shall request in writing that such determination be made by the Board of Directors (or a committee thereof) in the manner provided for in clause (b)(ii) of this Section 10) in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee; or ; (ii) if a Change of in Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) Directors of the Company, by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined)Directors, or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such or if a majority vote of a quorum consisting of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee; or (iii) in any event, or (C) if so directed by a majority the stockholders pursuant to the Bylaws of the members Company. The Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee. Upon failure of the Board of TrusteesDirectors to so select, or upon failure of the Indemnitee to so approve, the Independent Counsel shall be selected by the shareholders Chancellor of the Company; andState of Delaware or such other person as the Chancellor shall designate to make such selection. Such determination of entitlement to indemnification shall be made not later than 45 days after receipt by the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, if such person shall reasonably prorate such part of indemnification among such claims, issues or matters. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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 Expenses 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 shall indemnify and hold Indemnitee harmless therefrom.

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 Trustees Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly 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 of TrusteesDirectors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) directors by a majority vote of a quorum consisting of Disinterested Trustees Directors (as herein hereinafter defined), or (B) if a quorum of the Board of Trustees Directors consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to Indemnitee, Indemnitee or (C) if so directed by a majority of the members of the Board of TrusteesDirectors, by the shareholders stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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 Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company shall indemnify 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 10 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; PROVIDED, HOWEVER, that 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 17 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or 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 and 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 all objections are 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 Agreement, the Indemnitee shall submit to the Company a written request, including such documentation and information as which 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 Trustees Directors in writing that the Indemnitee has requested indemnification. Any Expenses incurred by the Indemnitee in connection with the Indemnitee's request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold the Indemnitee harmless for any Expenses incurred by the Indemnitee under the immediately preceding sentence irrespective of the outcome of the determination of the Indemnitee's entitlement to indemnification. (b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 7(a) Sections 4 and 5 hereof, a the entitlement of the Indemnitee to indemnification pursuant to the terms of this Agreement shall be determined by the following person or persons, who shall be empowered to make such determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel (unless the Indemnitee shall request in writing that such determination be made by the Board of Directors (or a committee thereof) in the manner provided for in clause (b)(ii) of this Section 9) in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee; or (ii) if a Change of in Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) Directors of the Company, by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined)Directors, or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such or if a majority vote of a quorum consisting of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee, or (C) if so directed . The Independent Counsel shall be selected by a majority the Board of Directors and approved by the members Indemnitee. Upon failure of the Board of TrusteesDirectors to so select, or upon failure of the Indemnitee to so approve, the Independent Counsel shall be selected by the shareholders Chancellor of the Company; andState of Delaware or such other person as the Chancellor shall designate to make such selection. Such determination of entitlement to indemnification shall be made not later than 45 days after receipt by the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, if such person shall reasonably prorate such part of indemnification among such claims, issues or matters. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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 Expenses 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 shall indemnify and hold Indemnitee harmless therefrom.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, the Indemnitee shall submit to the Company Partnership a written request, including such documentation and information as which 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 General Partner shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees in writing Directors that the Indemnitee has requested indemnification. Any Expenses incurred by, or in the case of retainers, to be incurred by, the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Partnership. (b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 7(a) ‎4 and Section ‎5 hereof, a the entitlement of the Indemnitee to indemnification pursuant to the terms of this Agreement shall be determined by the following person or persons, who shall be empowered to make such determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurredrequested by the Indemnitee, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee; or (iii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so requestrequested, (A) by the Board of Trustees Directors, by a majority vote of a quorum (determined in accordance with the GP LLC Agreement) consisting of Disinterested Directors, or (A) if a duly authorized committee thereof) by quorum consisting of Disinterested Directors is not obtainable or if a majority vote of a quorum consisting of Disinterested Trustees (as herein defined), or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee, or (C) if so directed . The Independent Counsel shall be selected by a majority of the members of the Board of TrusteesDirectors unless there shall have occurred within two years prior to the date of the commencement of the Proceeding for which indemnification is claimed a “Change of Control” as defined in the Partnership’s 2017 Long Term Incentive Plan, in which case the Independent Counsel shall be selected by the shareholders claimant unless the claimant shall request that such selection be made by the Board of Directors. Such determination of entitlement to indemnification shall be made not later than 45 days after receipt by the Company; and, if Partnership of a written request for indemnification. If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten 15 days after such determination. . (c) The Indemnitee shall cooperate with be entitled to indemnification hereunder without a separate determination by or on behalf of the person, persons or entity making such determination Partnership pursuant to Section ‎9(b) hereof with respect to any Proceeding and/or any claim, issue or matter with respect thereto: (i) which is resolved by agreement without any payment or assumption or admission of liability by the Indemnitee; or (i) as to which a final decision on the merits has been made by the court or other body with jurisdiction over that Proceeding, in which the Indemnitee was not determined to be liable with respect to such claim, issue or matter asserted against the Indemnitee in the Proceeding; or (i) as to which a court or arbitrator determines upon application that, despite such a determination of liability on the part of the Indemnitee, but in view of all the circumstances of the Proceeding and of the Indemnitee’s entitlement to indemnificationconduct with respect thereto, including providing to such person, persons or entity upon reasonable advance request any documentation or information which the Indemnitee is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee fairly and reasonably necessary entitled to indemnification for such determination. Any judgments, penalties, fines, amounts paid in settlement and Expenses incurred by as such court or arbitrator shall deem proper; provided, however, such decision shall have been rendered in or with respect to the Proceeding for which the 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 shall indemnify and hold Indemnitee harmless therefromseeks indemnification under this Agreement.

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 Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly 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 of TrusteesDirectors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of in Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum consisting of Disinterested Trustees (as herein defined)the Board, or (B) if a quorum of the Board of Trustees consisting of there are no such Disinterested Trustees is not obtainable Directors or, even if obtainable, such quorum of Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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 Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company shall indemnify 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) hereof, the Independent Counsel shall be selected as provided in this Section 8(c). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Disinterested Directors or, if there are no such Disinterested Directors, by the Board of Directors, and the Corporation shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change 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 apply), and Indemnitee shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Corporation, as the case may be, may, within 10 days after such written notice of selection shall have been given, deliver to the Corporation or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that 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 17 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Court of Chancery of the State of Delaware or other court of competent jurisdiction 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 and not objected to, either the 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 shall have been made by the 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 all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 8(b) hereof. Upon the due commencement of any judicial proceeding pursuant to Section 10(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). (d) The Corporation shall not be required to obtain the consent of the Indemnitee to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnitee a complete and unqualified release in respect of the potential liability. The Corporation shall not be liable for any amount paid by the Indemnitee in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld.

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 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 Trustees Directors in writing that the Indemnitee has requested indemnification. (b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereof, a determination, if required by applicable law, with respect to the Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control the Indemnitee shall so request, (A) by the Board of Trustees Directors (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees Directors (as herein defined), or (B) if a quorum of the Board of Trustees Directors consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee, or (C) if so directed by a majority of the members of the Board of TrusteesDirectors, by the shareholders stockholders of the Company; and, if it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten twenty (20) days after such determination. The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the 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 the Indemnitee and reasonably necessary to such determination. Any Expenses incurred by the 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 the Indemnitee’s entitlement to indemnification) and the Company shall indemnify and hold the Indemnitee harmless therefrom. (c) The Company shall pay the fees and expenses of Independent Counsel, if one is appointed pursuant to this Section 7.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, the Indemnitee shall promptly submit to the Company a written requestrequest of any Claim for which Indemnitee could seek indemnification hereunder, including such documentation and information as which 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 Trustees Directors in writing that the Indemnitee has requested indemnification. Any Expenses incurred by the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold the #92897632v2 Indemnitee harmless for any Expenses incurred by the Indemnitee under the immediately preceding sentence irrespective of the outcome of the determination of the Indemnitee’s entitlement to indemnification. (ba) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 7(a) Sections ‎5, ‎6 and ‎10 hereof, a the entitlement of the Indemnitee to indemnification pursuant to the terms of this Agreement shall be determined by the following person or persons, who shall be empowered to make such determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: : (i) if a Change in Control shall have occurred, by Independent Counsel (unless the Indemnitee shall request in writing that such determination be made by the Board of Directors (or a committee thereof) in the manner provided for in clause ‎(b)‎(ii) of this ‎Section 10) in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee; or ; (ii) if a Change of in Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) Directors of the Company, by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined)Directors, or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such or if a majority vote of a quorum consisting of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee; or (iii) in any event, or (C) if so directed by a majority the stockholders pursuant to the Bylaws of the members Company. The Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee. Upon failure of the Board of TrusteesDirectors to so select, or upon failure of the Indemnitee to so approve, the Independent Counsel shall be selected by the shareholders Chancellor of the Company; andState of Delaware or such other person as the Chancellor shall designate to make such selection. Such determination of entitlement to indemnification shall be made not later than 45 days after receipt by the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, if such person shall reasonably prorate such part of indemnification among such claims, issues or matters. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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 Expenses 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 shall indemnify and hold Indemnitee harmless therefrom.

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 Trustees Directors in writing that Indemnitee has requested indemnification. (b) . Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly 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 such determination shall be made by the person or persons or in the manner provided for in clause (ii) or (iii) of this Section 7)) in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) Directors by a majority vote of a quorum consisting of Disinterested Trustees Directors (as herein hereinafter defined), or (B) if a quorum of the Board of Trustees Directors consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders stockholders of the Company; or (iii) as provided in Section 8(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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 Information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company shall indemnify hereby indemnifies and agrees to hold Indemnitee harmless therefrom. In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 7) hereof, Independent Counsel shall be selected as provided in this Section 7(c). If a Change of Control shall not have occurred, 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 Independent Counsel so selected. If a Change of Control shall have occurred, 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 Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 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 Independent Counsel so selected does not meet the requirements of "Independent Counsel", as defined in Section 16 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, 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 twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 7(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Ontario Court (General Division) 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 6r the person so appointed shall act as Independent Counsel under Section 7) 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 7) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 7(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 9(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 Trustees Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of in Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) Directors by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined)Directors, or (B) if a quorum of the Board of Trustees Directors consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to Indemnitee, Indemnitee or (C) if so directed by a majority of the members of the Board of TrusteesDirectors, by the shareholders stockholders of the Company; and, if . If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten days after such determination. Indemnitee shall cooperate with the person, persons or entity person making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity person 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 Expenses costs or expenses (including reasonable attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person making such determination, in response to a request by such 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 shall indemnify and hold Indemnitee harmless therefrom).

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 Trustees in writing that Indemnitee has requested indemnification. (b) Upon On written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereof8(a), a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurredoccurred within two (2) years prior to the date of such written request, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change within two (2) years prior to the date of Control Indemnitee shall so such written request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum consisting of Disinterested Trustees (as herein defined)the Board, or (B) if a quorum of the Board of Trustees consisting of there are no such Disinterested Trustees is not obtainable orDirectors, even or if obtainable, such quorum of Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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 on 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 Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company shall indemnify 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), the Independent Counsel shall be selected as provided in this Section 8(c). If a Change of Control shall not have occurred within two (2) years prior to the date of Indemnitee's written request for indemnification pursuant to Section 8(a), the Independent Counsel shall be selected by the Board, 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 within two (2) years prior to the date of Indemnitee's written request for indemnification pursuant to Section 8(a), the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, 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 ten (10) 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 17, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a), no Independent Counsel shall have been selected and not

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 Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly 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 of TrusteesDirectors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of in Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum consisting of Disinterested Trustees (as herein defined)the Board, or (B) if a quorum of the Board of Trustees consisting of there are no such Disinterested Trustees is not obtainable Directors or, even if obtainable, such quorum of Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee, Indemnitee or (C) if so directed by a majority of the members of the Board of TrusteesBoard, by the shareholders stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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 Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company shall indemnify 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 in 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 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 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 10 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; provided, however, that 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 17 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or 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 and 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 all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 8(b) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(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). (d) The Company shall not be required to obtain the consent of the Indemnitee to the settlement of any Proceeding which the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and the settlement grants the Indemnitee a complete and unqualified release in respect of the potential liability; provided, however, that the Company shall not settle any Proceeding in any manner that would require admission of personal wrongdoing by Indemnitee, or impose any penalty or limitation on Indemnitee, without Indemnitee's written consent, which consent shall not be unreasonably withheld. The Company shall not be liable for any amount paid by the Indemnitee in settlement of any Proceeding that is not defended by the Company, unless the Company has consented to such settlement, which consent shall not be unreasonably withheld.

Procedure for Determination of Entitlement to Indemnification. (a) 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 Trustees in writing that Indemnitee has requested indemnification. (b) b. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly 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 of TrusteesDirectors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum consisting of Disinterested Trustees (as herein defined)the Board, or (B) if a quorum of the Board of Trustees consisting of there are no such Disinterested Trustees is not obtainable Directors or, even if obtainable, such quorum of Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee, Indemnitee or (C) if so directed by a majority of the members of the Board of TrusteesBoard, by the shareholders stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten seven (7) days after such determination. The Company and Indemnitee shall each 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 Expenses costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) ), and the Company shall indemnify 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 ten (10) 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; provided, however, that 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 19 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (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 and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware 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 all objections are 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, and if such Independent Counsel was selected or appointed by Indemnitee or the Court, shall provide such Independent Counsel with such retainer as may requested by such counsel. 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). d. The Company shall not be required to obtain the consent of Indemnitee to the settlement of any Proceeding which the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and the settlement grants Indemnitee a complete and unqualified release in respect of the potential liability. The Company shall not be liable for any amount paid by Indemnitee in settlement of any Proceeding that is not defended by the Company, unless the Company has consented to such settlement, which consent shall not be unreasonably withheld.

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 Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly 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 of TrusteesDirectors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum consisting of Disinterested Trustees (as herein defined)the Board, or (B) if a quorum of the Board of Trustees consisting of there are no such Disinterested Trustees is not obtainable Directors or, even if obtainable, such quorum of Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee, Indemnitee or (C) if so directed by a majority of the members of the Board of TrusteesBoard, by the shareholders stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten seven (7) business D-3 4 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 Expenses costs or expenses (including reasonable 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 shall indemnify 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 ten (10) 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; provided, however, that 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 17 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (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 and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware 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 all objections are 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). (d) The Company shall not be required to obtain the consent of Indemnitee to the settlement of any Proceeding which the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and such settlement grants Indemnitee a complete and unqualified release in respect of the potential liability. The Company shall not be liable for any amount paid by Indemnitee in settlement of any Proceeding that is not defended by the Company, unless the Company has consented in writing to such settlement, which consent shall not be unreasonably withheld. (e) In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (a) Indemnitee shall have the right to employ his own counsel in any such Proceeding at Indemnitee's expense; (b) Indemnitee shall have the right to employ his own counsel in connection with any such Proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling D-4 5 capacity and does not otherwise materially control or participate in the defense of such Proceeding; and (c) if (i) the employment of counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the reasonable fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

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 Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly 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 of TrusteesDirectors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of in Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum consisting of Disinterested Trustees (as herein defined)the Board, or (B) if a quorum of the Board of Trustees consisting of there are no such Disinterested Trustees is not obtainable Directors or, even if obtainable, such quorum of Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of Trusteesboard, a copy of which shall be delivered to Indemnitee, Indemnitee or (C) if so directed by a majority of the members of the Board of TrusteesBoard, by the shareholders stockholders of the Companycompany; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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 Expenses incurred . (c) In the event the determination of entitlement to indemnification is to be made by Indemnitee in so cooperating with Independent Counsel pursuant to Section 9(b) hereof, the person, persons or entity making such determination Independent Counsel shall be borne selected as provided in this Section 9(c). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Company (irrespective Board of the determination as to Indemnitee’s entitlement to indemnification) Directors, and the Company shall indemnify give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If a Change 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 apply), and hold Indemnitee harmless therefromshall 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 10 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; provided, however, that 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. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or 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 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware 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 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 all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(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 contact then prevailing). (d) The Company shall not be required to obtain the consent of the Indemnitee to the settlement of any Proceeding which the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and the settlement grants the Indemnitee a complete and unqualified release in respect of the potential liability. The Company will not, without the prior consent of Indemnitee, make any admission of liability on the part of Indemnitee. The Company shall not be liable for any amount paid by the Indemnitee in settlement of any Proceeding that is not defended by the Company, unless the Company has consented to such settlement, which consent shall not be unreasonably withheld.

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 Chief Executive Officer of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees Directors in writing that Indemnitee has requested indemnification; provided that, if the Chief Executive Officer is making such request, then the notice to the Board of Directors shall be given by the Secretary of the Company. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereofindemnification, a determination, if required by applicable law, determination with respect to Indemnitee’s entitlement thereto shall promptly be made in by the specific casefollowing person or persons who shall be empowered to make such determination: (i) if the Board of Directors by a Change majority vote of a quorum of Disinterested Directors (as defined in Control shall have occurred, Section 15); (ii) by Independent Counsel (as defined in Section 15) in a written opinion to the Board of Trustees, Directors (a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined), or (B) if a quorum of the Board of Trustees Directors consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such quorum of said Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee, direct; or (Ciii) if so directed by a majority of the members of the Board of Trusteessaid Disinterested Directors, by the shareholders stockholders of the Company; and, if . If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten fifteen (15) 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 Independent Counsel, member of the Board of Directors, or stockholder of the Company shall act reasonably and in good faith in making a determination under this Agreement of the Indemnitee’s entitlement to indemnification. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company to the extent allowed by applicable law (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company shall indemnify hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected by the Board of Directors (subject to this Section 6(c)), and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. Indemnitee may, within seven (7) days after receipt of such written notice of selection, deliver to the Company a written objection to such selection; provided, however, 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 15 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, (i) an Independent Counsel has not been selected or (ii) an Independent Counsel has been selected, but there is an outstanding written objection regarding the independence of the Independent Counsel selected by the Company, either the Indemnitee or the Company may petition a court of competent jurisdiction for resolution of any objection which shall have been made by Indemnitee to the Company’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 all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(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 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(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 8(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, 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 Trustees Directors in writing that the Indemnitee has requested indemnification. (b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 7(a8(a) hereof, a determination, if required by applicable law, with respect to the Indemnitee’s 's entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) Directors by a majority vote of a quorum consisting of Disinterested Trustees Directors (as herein has hereinafter defined), or (Bii) if a quorum of the Board of Trustees Directors consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs, by Independent Counsel (as hereinafter defined), as selected pursuant to Section 8(d), in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee. Notwithstanding the foregoing, if the Indemnitee is named as a party to a Proceeding for which indemnification is sought solely because he or (C) if so directed by she is a majority member of the Special Committee and no members of the Board of Trustees, by the shareholders Directors are named as parties to such Proceeding other than members of the Company; andSpecial Committee, if then the Indemnitee's entitlement to indemnification pursuant to the first sentence of Section 8(a) shall be determined by Independent Counsel, as selected pursuant to Section 8(d), in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten 10 days after such determination. The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the 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 the Indemnitee and reasonably necessary to such determination. Any Expenses Subject to the provisions of Section 10 hereof, any costs or expenses (including reasonable attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (irrespective c) Notwithstanding the foregoing, if a Change of Control has occurred, the Indemnitee may require a determination with respect to the Indemnitee's entitlement to indemnification to be made by Independent Counsel, as selected pursuant to Section 8(d), in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. (d) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8 hereof, the Independent Counsel shall be selected as provided in this Section 8(d). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors (including a vote of a majority of the determination as to Indemnitee’s entitlement to indemnificationDisinterested Directors if obtainable) and the Company shall indemnify given written notice to the Indemnitee advising him of the identity of the Independent Counsel so selected. If such a Change of Control shall have occurred, the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and hold approved by the Company (which approval shall not be unreasonably withheld). If (i) an Independent Counsel is to make the determination of entitlement pursuant to Section 8, and (ii) within 20 days after submission by the Indemnitee harmless therefromof a written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been selected, either the Company or the Indemnitee may petition the appropriate court of the State (as hereafter defined) or other court of competent jurisdiction ("Court") for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate. 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 hereof, and 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 hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(d), 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) 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 Trustees in writing that Indemnitee has requested indemnification. (b) b. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly 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 of TrusteesDirectors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum consisting of Disinterested Trustees (as herein defined)the Board, or (B) if a quorum of the Board of Trustees consisting of there are no such Disinterested Trustees is not obtainable Directors or, even if obtainable, such quorum of Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee, Indemnitee or (C) if so directed by a majority of the members of the Board of TrusteesBoard, by the shareholders stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten seven (7) days after such determination. The Company and the Indemnitee shall each 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 Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) ), and the Company shall indemnify 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 10 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; provided, however, that 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 17 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or 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 and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware 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 all objections are 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, and if such Independent Counsel was selected or appointed by the Indemnitee or the Court, shall provide such Independent Counsel with such retainer as may requested by such counsel. 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). d. The Company shall not be required to obtain the consent of the Indemnitee to the settlement of any Proceeding which the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and the settlement grants the Indemnitee a complete and unqualified release in respect of the potential liability. The Company shall not be liable for any amount paid by the Indemnitee in settlement of any Proceeding that is not defended by the Company, unless the Company has consented to such settlement, which consent shall not be unreasonably withheld.

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 Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly 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 of TrusteesDirectors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum consisting of Disinterested Trustees (as herein defined)the Board, or (B) if a quorum of the Board of Trustees consisting of there are no such Disinterested Trustees is not obtainable Directors or, even if obtainable, such quorum of Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee, Indemnitee or (C) if so directed by a majority of the members of the Board of TrusteesBoard, by the shareholders stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten seven (7) 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 Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) ), and the Company shall indemnify 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 Form of Indemnification Agreement (Director) 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 10 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; provided, however, that 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 17 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or 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 and not objected to, either the Company or Indemnitee, as the case may be, may petition the Court of Chancery of the State of Delaware 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 all objections are 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). (d) The Company shall not be required to obtain the consent of the Indemnitee to the settlement of any Proceeding which the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and the settlement grants the Indemnitee a complete and unqualified release in respect of the potential liability. The Company shall not be liable for any amount paid by the Indemnitee in settlement of any Proceeding that is not defended by the Company, unless the Company has consented to such settlement, which consent shall not be unreasonably withheld.

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 such documentation and information as which 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 Trustees Directors in writing that the Indemnitee has requested indemnification. Any Expenses incurred by the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold the Indemnitee harmless for any Expenses incurred by the Indemnitee under the immediately preceding sentence irrespective of the outcome of the determination of the Indemnitee’s entitlement to indemnification. (b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 7(a) Sections 4 and 5 hereof, a the entitlement of the Indemnitee to indemnification pursuant to the terms of this Agreement shall be determined by the following person or persons, who shall be empowered to make such determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel (unless the Indemnitee shall request in writing that such determination be made by the Board of Directors (or a committee thereof) in the manner provided for in clause (b)(ii) of this Section 9) in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee; or (ii) if a Change of in Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) Directors of the Company, by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined)Directors, or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees Directors is not obtainable or, even if obtainable, such or if a majority vote of a quorum consisting of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee, or (C) if so directed . The Independent Counsel shall be selected by a majority the Board of Directors and approved by the members Indemnitee. Upon failure of the Board of TrusteesDirectors to so select, or upon failure of the Indemnitee to so approve, the Independent Counsel shall be selected by the shareholders Chancellor of the Company; andState of Delaware or such other person as the Chancellor shall designate to make such selection. Such determination of entitlement to indemnification shall be made not later than 45 days after receipt by the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, if such person shall reasonably prorate such part of indemnification among such claims, issues or matters. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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 Expenses 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 shall indemnify and hold Indemnitee harmless therefrom.

Procedure for Determination of Entitlement to Indemnification. (a) 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 Trustees in writing that Indemnitee has requested indemnification. (b) b. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly 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 of TrusteesDirectors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum consisting of Disinterested Trustees (as herein defined)the Board, or (B) if a quorum of the Board of Trustees consisting of there are no such Disinterested Trustees is not obtainable Directors or, even if obtainable, such quorum of Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee, Indemnitee or (C) if so directed by a majority of the members of the Board of TrusteesBoard, by the shareholders stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten seven (7) days after such determination. The Company and Indemnitee shall each 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 Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) ), and the Company shall indemnify 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 ten (10) 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; provided, however, that 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 19 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (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 and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware 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 all objections are 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, and if such Independent Counsel was selected or appointed by Indemnitee or the Court, shall provide such Independent Counsel with such retainer as may requested by such counsel. 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). d. The Company shall not be required to obtain the consent of Indemnitee to the settlement of any Proceeding which the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and the settlement grants Indemnitee a complete and unqualified release in respect of the potential liability. The Company shall not be liable for any amount paid by Indemnitee in settlement of any Proceeding that is not defended by the Company, unless the Company has consented to such settlement, which consent shall not be unreasonably withheld.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company Trust a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary or appropriate to determine whether and to what extent Indemnitee is entitled to indemnification. Indemnitee may submit one or more such requests from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion. The Secretary officer of the Company Trust receiving any such request from Indemnitee shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a10(a) hereofabove, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have has occurred, by Independent Counsel Counsel, in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control , which Independent Counsel shall not have occurred or if after a Change of Control be selected by Indemnitee shall so request, (A) and approved by the Board of Trustees (or a duly authorized committee thereof) of the Board of Trustees by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined)Trustees, or (B) or, if such a quorum cannot be obtained, then by a majority vote of a committee of the Board of Trustees consisting solely of one or more Disinterested Trustees and who were duly designated to act in the matter by a majority vote of the full Board of Trustees in which the designated trustees who are parties may participate, or, if the requisite quorum of the full Board of Trustees cannot be obtained therefor and the committee cannot be established, by a majority vote of the full Board of Trustees in which trustees who are parties may participate, which approval shall not be unreasonably withheld; or (ii) if a Change in Control has not occurred, (A) by a majority vote of the Disinterested Trustees or by the majority vote of a group or committee of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of designated by the Disinterested Trustees so directsto make the determination, (B) if Independent Counsel has been selected by the Board of Trustees in accordance with the selection procedure set forth in the preceding clause (i) and approved by Indemnitee, which approval shall not be unreasonably withheld or delayed, by Independent Counsel Counsel, in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; andTrust, if other than trustees or officers who are parties to the Proceeding. If it is so determined that Indemnitee is entitled to indemnification, the Trust shall make payment to Indemnitee shall be made within ten 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 or appropriate to such determinationdetermination in the discretion of the Board of Trustees or Independent Counsel if retained pursuant to clause (ii)(B) of this Section 10(b). Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall shall, to the fullest extent permitted by law, be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) Trust and the Company Trust shall indemnify and hold Indemnitee harmless therefrom. (c) The Trust shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed.

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 Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereof8(a), a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, unless Indemnitee and the Company agree otherwise, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined), or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten 10 days after such determination. Indemnitee shall cooperate with the person, persons or entity firm making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity firm upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which that is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity firm making such determination shall be borne paid by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company shall indemnify hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) The Independent Counsel referred to in Section 8(b) shall be selected as provided in this Section 8(c). 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. Within 10 days after such written notice of selection shall have been given, Indemnitee may deliver to the Company a written objection to such selection; provided that 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 17, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or 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), no Independent Counsel shall have been selected and not objected to, Indemnitee may petition the District Court of the State of Colorado or other court of competent jurisdiction for resolution of any objection that shall have been made by Indemnitee to the Company'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 all objections are so resolved or the person so appointed shall then act as Independent Counsel under Section 8(b). Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a), 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 Agreementhereunder, following a Final Adjudication of the applicable Claim, Indemnitee shall submit to the Company a written requestrequest therefor, including along with 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 indemnificationindemnification hereunder; provided, however, that no deficiency in any such request, documentation or information shall adversely affect Indemnitee’s rights to indemnification or Advancement of Expenses hereunder. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees and the Reviewing Party in writing that Indemnitee has requested indemnification (or, if the Company does not at that time have a Secretary, the Board shall, promptly upon receipt of such a request for indemnification, advise the Reviewing Party in writing of such request for indemnification). (b) Upon a written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a4(a) hereof, a determination, if required by applicable lawthe laws of the State of Delaware, with respect to Indemnitee’s entitlement thereto shall promptly be made in by the specific case: (i) if a Change in Control Reviewing Party. If the Reviewing Party is Independent Legal Counsel, such determination shall have occurred, by Independent Counsel be made in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined), or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if . If it is so determined that Indemnitee is entitled to indemnificationindemnification hereunder, the Company shall make payment to Indemnitee shall be made within ten as soon as practicable but in any event no later than 60 days after such determinationreceiving Indemnitee’s written request for indemnification. Indemnitee shall cooperate with the person, persons or entity making such determination Reviewing Party with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity the Reviewing Party upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure by court order or other similar legal requirement and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses costs and expenses (including attorneys’ fees and disbursements) reasonably incurred by Indemnitee in so cooperating with the person, persons or entity Reviewing Party making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) Company, and the Company shall hereby agrees to indemnify and hold Indemnitee harmless therefrom.

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 Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by the Disinterested Directors shall direct Independent Counsel to make such determination in a written opinion to the Board of Trusteesthe Company, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of in Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of a quorum consisting of the Disinterested Trustees (as herein defined)Directors, or (B) if even though less than a quorum of the Board of Trustees consisting the Company, or (B) by a committee of the Disinterested Directors designated by a majority vote of Disinterested Trustees is not obtainable Directors, even though less than a quorum, or (C) if there are no Disinterested Directors or, even if obtainable, such quorum of the Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of Trusteesthe Company, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten 10 days after such determination. Indemnitee shall cooperate with the person, persons Any costs or entity making such determination with respect to Indemnitee’s entitlement to indemnification, expenses (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 attorneys' fees and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such the determination discussed in this Section 8(b) with respect to Indemnitee's entitlement to indemnification, shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company shall indemnify 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 in Control shall not have occurred, the Independent Counsel shall be selected by the Board of the Company, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change 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 the Company, 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 10 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; provided, however, that 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 this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or 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(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a Texas Court (as defined herein) 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 Texas Court or by such other person as the Texas Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 8 hereof. (d) Indemnitee will be deemed a party to a Proceeding for all purposes hereof if Indemnitee is named as a defendant or respondent in a complaint or petition for relief in that Proceeding, regardless of whether Indemnitee is ever served with process or makes an appearance in that Proceeding. (e) The Company shall not be required to obtain the consent of Indemnitee to the settlement of any Proceeding the Company has undertaken to defend, which consent shall not be unreasonably withheld or delayed. The Company shall not be liable for any amount paid by the Indemnitee in settlement of any Proceeding that is not defended by the Company, unless the Company has consented to such settlement, which consent shall not be unreasonably withheld or delayed.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, the Indemnitee shall submit to the Company Partnership a written request, including such documentation and information as which 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 General Partner shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees in writing Directors that the Indemnitee has requested indemnification. Any Expenses incurred by, or in the case of retainers, to be incurred by, the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Partnership. (b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 7(a) 4 and Section 5 hereof, a the entitlement of the Indemnitee to indemnification pursuant to the terms of this Agreement shall be determined by the following person or persons, who shall be empowered to make such determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurredrequested by the Indemnitee, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so requestrequested, (A) by the Board of Trustees Directors, by a majority vote of a quorum (determined in accordance with the GP LLC Agreement) consisting of Disinterested Directors, or (B) if a duly authorized committee thereof) by quorum consisting of Disinterested Directors is not obtainable or if a majority vote of a quorum consisting of Disinterested Trustees (as herein defined), or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee, or (C) if so directed . The Independent Counsel shall be selected by a majority of the members of the Board of TrusteesDirectors unless there shall have occurred within two years prior to the date of the commencement of the Proceeding for which indemnification is claimed a “Change in Control” as defined in the Partnership’s 2023 Long Term Incentive Plan, in which case the Independent Counsel shall be selected by the shareholders claimant unless the claimant shall request that such selection be made by the Board of Directors. Such determination of entitlement to indemnification shall be made not later than 45 days after receipt by the Company; and, if Partnership of a written request for indemnification. If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten 15 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 Expenses 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 shall indemnify and hold Indemnitee harmless therefrom.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, the Indemnitee shall submit to the Company Partnership a written request, including such documentation and information as which 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 General Partner shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees in writing Directors that the Indemnitee has requested indemnification. Any Expenses incurred by, or in the case of retainers, to be incurred by, the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Partnership. (b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 7(a) 4 and Section 5 hereof, a the entitlement of the Indemnitee to indemnification pursuant to the terms of this Agreement shall be determined by the following person or persons, who shall be empowered to make such determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurredrequested by the Indemnitee, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so requestrequested, (A) by the Board of Trustees Directors, by a majority vote of a quorum (determined in accordance with the GP LLC Agreement) consisting of Disinterested Directors, or (B) if a duly authorized committee thereof) by quorum consisting of Disinterested Directors is not obtainable or if a majority vote of a quorum consisting of Disinterested Trustees (as herein defined), or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees Directors so directs, by Independent Counsel in a written opinion to the Board of TrusteesDirectors, a copy of which shall be delivered to the Indemnitee, or (C) if so directed . The Independent Counsel shall be selected by a majority of the members of the Board of TrusteesDirectors unless there shall have occurred within two years prior to the date of the commencement of the Proceeding for which indemnification is claimed a “Change of Control” as defined in the Partnership’s 2017 Long Term Incentive Plan, in which case the Independent Counsel shall be selected by the shareholders claimant unless the claimant shall request that such selection be made by the Board of Directors. Such determination of entitlement to indemnification shall be made not later than 45 days after receipt by the Company; and, if Partnership of a written request for indemnification. If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten 15 days after such determination. . (c) The Indemnitee shall cooperate with be entitled to indemnification hereunder without a separate determination by or on behalf of the person, persons or entity making such determination Partnership pursuant to Section 9(b) hereof with respect to any Proceeding and/or any claim, issue or matter with respect thereto: (i) which is resolved by agreement without any payment or assumption or admission of liability by the Indemnitee, or which is terminated by withdrawal or dismissal, with or without prejudice; or (ii) which was terminated by any other means, but in which the Indemnitee was not determined to be liable with respect to such claim, issue or matter asserted against the Indemnitee in the Proceeding; or (iii) as to which a court or arbitrator determines upon application that, despite such a determination of liability on the part of the Indemnitee, but in view of all the circumstances of the Proceeding and of the Indemnitee’s entitlement to indemnificationconduct with respect thereto, including providing to such person, persons or entity upon reasonable advance request any documentation or information which the Indemnitee is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee fairly and reasonably necessary entitled to indemnification for such determination. Any judgments, penalties, fines, amounts paid in settlement and Expenses incurred by as such court or arbitrator shall deem proper; provided, however, such decision shall have been rendered in or with respect to the Proceeding for which the 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 shall indemnify and hold Indemnitee harmless therefromseeks indemnification under this Agreement.

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 Trustees in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly 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 of TrusteesDirectors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so requestoccurred, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum consisting of Disinterested Trustees (as herein defined)the Board, or (B) if a quorum of the Board of Trustees consisting of there are no such Disinterested Trustees is not obtainable Directors or, even if obtainable, such quorum of Disinterested Trustees Directors so directsdirect, by Independent Counsel in a written opinion to the Board of TrusteesBoard, a copy of which shall be delivered to Indemnitee, Indemnitee or (C) if contracting an Independent Counsel is impracticable or undesirable and if so directed by a majority of the members of the Board of TrusteesBoard, by the shareholders stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten seven (7) days after such determination. The Company and the Indemnitee shall each 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 Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) ), and the Company shall indemnify 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 10 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; provided, -------- however, that 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 17 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or 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 and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware 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 all objections are 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, and if such Independent Counsel was selected or appointed by the Indemnitee or the Court, shall provide such Independent Counsel with such retainer as may requested by such counsel. 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). (d) The Company shall not be required to obtain the consent of the Indemnitee to the settlement of any Proceeding which the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and the settlement grants the Indemnitee a complete and unqualified release in respect of the potential liability. The Company shall not be liable for any amount paid by the Indemnitee in settlement of any Proceeding that is not defended by the Company, unless the Company has consented to such settlement, which consent shall not be unreasonably withheld.