Common use of PROCEDURE UPON APPLICATION FOR INDEMNIFICATION Clause in Contracts

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; 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 by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the CorporationCompany holding a majority of the securities of the Company entitled to vote; 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 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Corporation Company within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationCompany), (ii) the Corporation Company shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Company Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (iA) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) Date and (iiB) ten (10) days after the final disposition of the Proceeding, including any appeal therein, each of the Corporation Company and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law and the Articles, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, ; (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, ; (Ciii) if there are no such Disinterested Directors or, or if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, ; or (Div) if so directed by the Board, by the stockholders vote of the Corporation; andshareholders by ordinary resolution. The Company shall promptly advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, if including a description of any reason or basis for which indemnification has been denied. 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 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 determination. Any 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof12(a), (i) the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationBoard), (ii) the Corporation and Indemnitee shall give written notice to Indemnitee the Company advising it of the identity of the Independent Counsel so selected and (iii) certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2. 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 givenreceived, deliver to the Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made Section 2, and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (i) thirty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (11(b), no Independent Counsel shall have been selected and not objected to, either the “Submission Date”) and (ii) ten (10) days after Company or Indemnitee may petition the final disposition Delaware Court for resolution of any objection which shall have been made by the Proceeding, each Company or Indemnitee to the other’s selection of Independent Counsel and/or for the Corporation and Indemnitee shall select a law firm or member appointment as Independent Counsel of a law firm meeting person selected by the qualifications Delaware Court, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 12(a). Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement14(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of the Board: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, Board or (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company promptly shall advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or (D) if so directed by the Board, by the stockholders of the Corporation; and, if basis for which indemnification has been denied. 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 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 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a12(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by the Corporation within ten (10) days Board of Directors, and the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation Company shall give written notice to Indemnitee advising it him of the identity of the Independent Counsel so selected and (iii) certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 1 of this Agreement. Indemnitee may, within ten (10) days after such written notice of selection shall have been givenreceived, deliver to the Corporation Indemnitee’s Company a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (i) thirty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a11(b) hereof (hereof, no Independent Counsel shall have been selected and not objected to, either the “Submission Date”) and (ii) ten (10) days after Company or Indemnitee may petition the final disposition Delaware Court for resolution of any objection which shall have been made by Indemnitee to the Proceeding, each Company’s selection of Independent Counsel and/or for the Corporation and Indemnitee shall select a law firm or member appointment as Independent Counsel of a law firm meeting person selected by the qualifications Delaware Court, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a14(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). 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 12(a) hereof, regardless of the manner in which such Independent Counsel was selected or appointed.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law and the Articles, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, ; (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, ; (Ciii) if there are no such Disinterested Directors or, or if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, ; or (Div) if so directed by the Board, by the stockholders vote of the Corporation; andshareholders by ordinary resolution. The Company shall promptly advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, if including a description of any reason or basis for which indemnification has been denied. 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 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 determination. Any 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof12(a), (i) the Independent Counsel shall be selected by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined provided in this AgreementSection 12(b). If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, The Independent Counsel shall be discharged and relieved of any further responsibility in such capacity selected by Indemnitee (subject to the applicable standards of professional conduct then prevailing).unless

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the CorporationCompany holding a majority of the securities of the Company entitled to vote; 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 by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Corporation Indemnitee within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationCompany), (ii) the Corporation Indemnitee shall give written notice to Indemnitee the Company advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee the Company may, within ten (10) days after such written notice of selection shall have been given, deliver to Indemnitee the Corporation IndemniteeCompany’s written objection to such selection. Such objection by Indemnitee the Company may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee the Company withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) Date and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation Company and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the CorporationCompany holding a majority of the securities of the Company present at a meeting of the stockholders and entitled to vote; 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 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee Xxxxxxxxxx unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Corporation Company within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationCompany), (ii) the Corporation Company shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Company Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (iA) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) Date and (iiB) ten (10) days after the final disposition of the Proceeding, including any appeal therein, each of the Corporation Company and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a10(a) hereof, if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the CorporationCompany; 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 by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a11(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a11(a) hereof, (i) the Independent Counsel shall be selected by the Corporation Company within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationCompany), (ii) the Corporation Company shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Company Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a11(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation Company and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a13(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the CorporationCompany holding a majority of the securities of the Company entitled to vote; 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 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Corporation Company within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationCompany), (ii) the Corporation Company shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Company Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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).the

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the CorporationCompany holding a majority of the securities of the Company present at a meeting of the stockholders and entitled to vote; 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 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Corporation Company within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationCompany), (ii) the Corporation Company shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Company Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (iA) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) Date and (iiB) ten (10) days after the final disposition of the Proceeding, including any appeal therein, each of the Corporation Company and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a10(a) hereof, if any determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; 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 by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a11(a) has been mademade that such Indemnitee is not entitled to such indemnification. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a11(a) hereof, (i) the Independent Counsel shall be selected by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a11(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a13(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof10(b), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s 's entitlement thereto, such determination thereto shall be made in the specific case: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, ; or (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (Cii) if there are no such Disinterested Directors or, if such Disinterested Directors so directrequested by the Indemnitee in his or her sole discretion, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; 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 reasonably 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 Corporation Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a11(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 11(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Corporation within ten (10) days Board of the Submission Date (the cost of such Independent Counsel to be paid by the Corporation)Directors, (ii) the Corporation 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 and (iii) selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been givenreceived, deliver to the Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later until such objection is withdrawn or a court of (i) thirty (30) competent jurisdiction 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 Section 10(a) hereof (hereof, no Independent Counsel shall have been selected and not objected to, either the “Submission Date”) and (ii) ten (10) days after Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the final disposition Company or Indemnitee to the other's selection of Independent Counsel and/or for the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member appointment as Independent Counsel of a law firm meeting person selected by the qualifications Court or by such other person as the Court shall designate, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a13(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, Directors (even though if less than a quorum of the Board), (Bii) by a committee of Disinterested Directors such directors designated by a majority vote of the Disinterested Directors, such directors (even though if less than a quorum of the Board), (Ciii) if there are no such Disinterested Directors or, or if such Disinterested Directors directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (Div) if so directed by the Board, by the stockholders vote of the Corporation; andstockholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, if including a description of any reason or basis for which indemnification has been denied. 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 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 determination. Any 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a12(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationBoard), (ii) the Corporation and Indemnitee shall give written notice to Indemnitee the Company advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground certifying that the Independent Counsel so selected does not meet meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If such written objection is made and substantiated, the Independent Counsel is selected by the Board, the Company shall not serve as give written notice to Indemnitee advising him or her of the identity of the Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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).selected

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) 8(a), the Corporation shall advance Expenses necessary to defend against a Claim pursuant to Section 7 hereof, if . If any determination by the Corporation is required by applicable law with respect to Indemnitee’s ultimate entitlement theretoto indemnification, such determination shall be made (i) if Indemnitee shall request such determination be made by the Independent Counsel, by the Independent Counsel, Counsel and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel circumstances in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed any manner permitted by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationDGCL. Indemnitee shall cooperate with the person, persons or entity Person(s) making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such personPerson(s), persons or entity upon reasonable advance request 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 Person(s) making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a9(a) has been made. The Corporation agrees to pay the reasonable fees and expenses Expenses of the Independent Counsel referred to above and to fully indemnify such counsel the Independent Counsel against any and all Liabilities Expenses, claims, liabilities and Expenses damages arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event that the determination of entitlement to indemnification is to be made by the Independent Counsel pursuant to Section 10(a9(a) hereof, (i) the Independent Counsel shall be selected by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Corporation)Date, (ii) the Corporation shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person Person so selected shall act as the Independent Counsel. If a timely objection is made by Indemnitee, the Person so selected may not serve as the Independent Counsel unless and until such objection is withdrawn. If no Independent Counsel shall have been selected and not objected (whether due to a failure of the Corporation to appoint such Independent Counsel, an un-withdrawn objection from Indemnitee with respect to the person so appointed or otherwise) before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a9(a) hereof (the date of such submission, the “Submission Date”) and (ii) ten (10) days after the final disposition of the ProceedingProceeding for which indemnity is sought, then (x) each of the Corporation and Indemnitee shall select a law firm or member of a law firm Person meeting the qualifications to serve as the Independent Counsel, Counsel and (y) such law firms or members of law firms Persons shall (collectively) select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a11(a) of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, ; or (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or (D) if so directed by the Board, by the stockholders of the Corporation; and, if basis for which indemnification has been denied. 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 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 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a12(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationBoard), (ii) the Corporation and Indemnitee shall give written notice to Indemnitee the Company advising it of the identity of the Independent Counsel so selected and (iii) certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. 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 givenreceived, deliver to the Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (i) thirty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a11(a) hereof (hereof, no Independent Counsel shall have been selected and not objected to, either the “Submission Date”) and (ii) ten (10) days after Company or Indemnitee may petition the final disposition Delaware Court for resolution of any objection which shall have been made by the Proceeding, each Company or Indemnitee to the other’s selection of Independent Counsel and/or for the Corporation and Indemnitee shall select a law firm or member appointment as Independent Counsel of a law firm meeting person selected by the qualifications Delaware Court, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a14(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the CorporationCompany; 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 by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Corporation Company within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationCompany), (ii) the Corporation Company shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Company Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation Company and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon a written request application by Indemnitee for indemnification pursuant to Section 9(a) hereofindemnification, a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (Bii) by a committee of Disinterested Directors such directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Boardsuch directors, (Ciii) if there are no such Disinterested Directors or, or if such Disinterested Directors directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (Div) if so directed by the Board, by the stockholders vote of the Corporation; andshareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, if including a description of any reason or basis for which indemnification has been denied. 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 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 determination. Any 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies agree to indemnify and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made therefrom in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay accordance with the reasonable fees terms and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant heretoconditions contained herein. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a12(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationBoard), (ii) the Corporation and Indemnitee shall give written notice to Indemnitee the Company advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground certifying that the Independent Counsel so selected does not meet meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If such written objection is made and substantiated, the Independent Counsel is selected shall not serve as Independent Counsel unless and until Indemnitee withdraws by the objection or a court has determined that such objection is without merit. Absent a timely objectionBoard, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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).the

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof11(a), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case: (i) if Indemnitee a Change in Control shall request such determination be made have occurred, by Independent CounselCounsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, (A) if requested by Indemnitee, by Independent Counsel, and (ii) in all other circumstancesa copy of which shall be delivered to Indemnitee, (AB) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (BC) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (CD) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (DE) if so directed by the Board, by the stockholders of the CorporationCompany; 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 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not deny entitled to indemnification, including a description of any written request reason or basis for which indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant heretodenied. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a12(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Corporation within ten (10) days of Board, and the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation 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, 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 and (iii) 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 Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before until such objection is withdrawn or the later of Delaware Court has determined that such objection is without merit. If, within twenty (i) thirty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a11(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which shall have been made by the Corporation and Company or Indemnitee shall select a law firm or member to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a law firm meeting person selected by such court or by such other person as such court shall designate, and the qualifications person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a14(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof10(b), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, ; or (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (Cii) if there are no such Disinterested Directors or, if such Disinterested Directors so directrequested by the Indemnitee in his or her sole discretion, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; 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 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 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a11(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 11(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Corporation within ten (10) days Board of the Submission Date (the cost of such Independent Counsel to be paid by the Corporation)Directors, (ii) the Corporation 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 and (iii) selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been givenreceived, deliver to the Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later until such objection is withdrawn or a court of (i) thirty (30) competent jurisdiction 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 Section 10(a) hereof (hereof, no Independent Counsel shall have been selected and not objected to, either the “Submission Date”) and (ii) ten (10) days after Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the final disposition Company or Indemnitee to the other’s selection of Independent Counsel and/or for the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member appointment as Independent Counsel of a law firm meeting person selected by the qualifications Court or by such other person as the Court shall designate, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a13(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). (c) The Company agrees to pay the reasonable fees of Independent Counsel and to fully indemnify such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof12.1. A determination, if any determination by the Corporation is required by applicable law and/or the Memorandum and Articles, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (Bii) by a committee of Disinterested Directors such directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Boardsuch directors, (Ciii) if there are no such Disinterested Directors or, or if such Disinterested Directors directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (Div) if so directed by the Board, by the stockholders vote of the Corporation; andshareholders by ordinary resolution.. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, if including a description of any reason or basis for which indemnification has been denied. 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 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 determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to indemnify and hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) 12.2. In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) 12.1 hereof, (i) the Independent Counsel shall be selected as provided in this Section 12.2. The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationBoard), (ii) the Corporation and Indemnitee shall give written notice to Indemnitee the Company advising it of the identity of the Independent Counsel so selected and (iii) certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him, her or them of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. 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 givenreceived, deliver to the Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (i) thirty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (11.2 hereof, no Independent Counsel shall have been selected and not objected to, either the “Submission Date”) and (ii) ten (10) days after Company or Indemnitee may petition the final disposition Cayman Court for resolution of any objection which shall have been made by the Proceeding, each Company or Indemnitee to the other’s selection of Independent Counsel and/or for the Corporation and Indemnitee shall select a law firm or member appointment as Independent Counsel of a law firm meeting person selected by the qualifications Cayman Court, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 12.1 hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) 14.1 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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s 's entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, Board or (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or (D) if so directed by the Board, by the stockholders of the Corporation; and, if basis for which indemnification has been denied. 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 reasonably 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 Corporation Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a12(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationBoard), (ii) the Corporation and Indemnitee shall give written notice to Indemnitee the Company advising it of the identity of the Independent Counsel so selected and (iii) certifying that the Independent Counsel so selected meets the requirements of "Independent Counsel" as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of "Independent Counsel" as defined in Section 2 of this Agreement. 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 givenreceived, deliver to the Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (i) thirty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a11(a) hereof (hereof, no Independent Counsel shall have been selected and not objected to, either the “Submission Date”) and (ii) ten (10) days after Company or Indemnitee may petition the final disposition Delaware Court for resolution of any objection which shall have been made by the Proceeding, each Company or Indemnitee to the other's selection of Independent Counsel and/or for the Corporation and Indemnitee shall select a law firm or member appointment as Independent Counsel of a law firm meeting person selected by the qualifications Delaware Court, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a14(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). (c) The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the CorporationCompany holding a majority of the securities of the Company entitled to vote; 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 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee Xxxxxxxxxx unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Corporation Company within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationCompany), (ii) the Corporation Company shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Company Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (iA) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) Date and (iiB) ten (10) days after the final disposition of the Proceeding, including any appeal therein, each of the Corporation Company and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case: (i) if Indemnitee a Change in Control shall request such determination be made by Independent Counselhave occurred, by Independent CounselCounsel in a written opinion to the Board, and a copy of which shall be delivered to Indemnitee; or (ii) if a Change in all other circumstancesControl shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (D) if so directed by the Board, by the stockholders of the Corporation; andCompany. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, if including a description of any reason or basis for which indemnification has been denied. 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 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 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a12(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Corporation within ten (10) days of Board. If a Change in Control shall have occurred, the Submission Date (the cost of such Independent Counsel to shall be paid selected by Indemnitee (unless Indemnitee shall request that such selection be made by the CorporationBoard), (ii) the Corporation and Indemnitee shall give written notice to Indemnitee the Company advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground certifying that the Independent Counsel so selected does not meet meets the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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).in

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof12.1. A determination, if any determination by the Corporation is required by applicable law and/or the Memorandum and Articles, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (Bii) by a committee of Disinterested Directors such directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Boardsuch directors, (Ciii) if there are no such Disinterested Directors or, or if such Disinterested Directors directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (Div) if so directed by the Board, by the stockholders vote of the Corporation; andshareholders by ordinary resolution. The Company will promptly advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, if including a description of any reason or basis for which indemnification has been denied. 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 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 determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to indemnify and hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) 12.2. In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) 12.1 hereof, (i) the Independent Counsel shall be selected as provided in this Section 12.2. The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationBoard), (ii) the Corporation and Indemnitee shall give written notice to Indemnitee the Company advising it of the identity of the Independent Counsel so selected and (iii) certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him, her or them of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. 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 givenreceived, deliver to the Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (i) thirty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (11.2 hereof, no Independent Counsel shall have been selected and not objected to, either the “Submission Date”) and (ii) ten (10) days after Company or Indemnitee may petition the final disposition Cayman Court for resolution of any objection which shall have been made by the Proceeding, each Company or Indemnitee to the other’s selection of Independent Counsel and/or for the Corporation and Indemnitee shall select a law firm or member appointment as Independent Counsel of a law firm meeting person selected by the qualifications Cayman Court, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 12.1 hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) 14.1 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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the CorporationCompany holding a majority of the securities of the Company present at a meeting of the stockholders and entitled to vote; 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 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Corporation Company within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationCompany), (ii) the Corporation Company shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Company Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (iA) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) Date and (iiB) ten (10) days after the final disposition of the Proceeding, including any appeal therein, each of the Corporation Company and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the Section 9(a) hereof10(a), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, Board or (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; 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 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a11(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 11(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Corporation within ten (10) days Board of Directors, and the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation 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 and (iii) 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 Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later of until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (i) thirty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each 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 Corporation and Company or Indemnitee shall select a law firm or member to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a law firm meeting person selected by the qualifications Court or by such other person as the Court shall designate, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a13(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; Corporation; 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 by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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).such

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof10(a), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case: (i) if Indemnitee a Change in Control shall request such determination be made by Independent Counselhave occurred, by Independent CounselCounsel in a written opinion to the Board, and a copy of which shall be delivered to Indemnitee; or (ii) if a Change in all other circumstancesControl shall not have occurred, at the sole discretion of Indemnitee, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (D) if so directed by the Board, by the stockholders of the CorporationCompany; 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 (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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a11(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 11(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Corporation within ten (10) days of Board, and the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation 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, 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 and (iii) 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 Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later of until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (i) thirty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (hereof, no Independent Counsel shall have been selected and not objected to, either the “Submission Date”) and (ii) ten (10) days after Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the final disposition Company or Indemnitee to the other’s selection of Independent Counsel and/or for the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member appointment as Independent Counsel of a law firm meeting person selected by the qualifications court or by such other person as the court shall designate, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a13(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). (c) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding; provided that, in the absence of any such determination with respect to such Proceeding, the Company shall pay all Liabilities and advance Expenses with respect to such Proceeding as if the Company had determined the Indemnitee to be entitled to indemnification and advancement of Expenses with respect to such Proceeding.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof8, a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote the specific case in accordance with Section 13.1-701B of the Disinterested Directors, even though less than a quorum Virginia Act and Section VI(E) of the Board, (B) by a committee Company’s Articles of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationIncorporation. 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 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a9(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 9(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Corporation within ten (10) days Board of Directors, and the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation Company shall 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 Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and (iii) selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been given, deliver to the Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later of until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (i) thirty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) 8 hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Virginia Court (as defined in Section 20 of this Agreement) for resolution of any objection which shall have been made by the Corporation and Company or Indemnitee shall select a law firm or member to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a law firm meeting person selected by the qualifications Court or by such other person as the Court shall designate, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 9(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a11(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof10(b), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, ; or (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (Cii) if there are no such Disinterested Directors orso requested by Indemnitee, if such Disinterested Directors so directin his or her sole discretion, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; 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 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 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a11(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 11(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Corporation within ten (10) days Board of Directors, and the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected and the basis for the Board of Directors’ determination that such counsel qualified as Independent Counsel. The Board of Directors and Independent Counsel shall respond promptly to any inquiries by or on behalf of the Indemnitee as to any acts and circumstances relating to such counsels’ qualification to Independent Counsel as defined in Section 2 of this Agreement. 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 and (iii) selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been givenreceived, deliver to the Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later until such objection is withdrawn or a court of (i) thirty (30) competent jurisdiction 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 Section 10(a10(b) hereof hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction (the “Submission DateCourt”) 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 11(a) hereof. Any costs of Expenses incurred by Indemnitee in so petitioning a court pursuant to this Section 11(b) shall be borne by the Company (ii) ten (10) days after the final disposition irrespective of the Proceeding, each resolution of such petition and irrespective of the Corporation determination as to Indemnitee’s entitlement to Indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counselharmless therefrom. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a13(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). (c) The Company agrees to pay the reasonable fees of Independent Counsel and to fully indemnify such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request application by Indemnitee for indemnification pursuant to Section 9(a10(b) hereofor written statement by Indemnitee for advances of Expenses pursuant to Section 9(b), if any a determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement theretothereto pursuant to the mandatory terms of this Agreement, such determination pursuant to statute, or pursuant to other sources of right to indemnity, and pursuant to Section 12 of this Agreement shall be made in the specific case: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than whether or not such directors otherwise would constitute a quorum of the Board, ; (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directorssuch directors, even though less than whether or not such directors would otherwise constitute a quorum of the Board, (Ciii) if there are no such Disinterested Directors or, or if such so requested by (x) the Indemnitee in his or her sole discretion or (y) the Disinterested Directors so directDirectors, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (Div) if so directed by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationCompany. Indemnitee shall reasonably cooperate with the person, persons or entity making such the 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies jointly and agrees severally indemnify and agree to hold Indemnitee harmless therefrom. The Corporation will not deny from any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees costs and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant heretoexpenses. (b) If it is determined that Indemnitee is entitled to indemnification requested by the Indemnitee in a written application submitted to the Company pursuant to Section 10(b), payment to Indemnitee shall be made within ten (10) days after such determination. All advances of Expenses requested in a written statement by Indemnitee pursuant to Section 9(b) prior to a final determination of eligibility for indemnification shall be paid in accordance with Section 9. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a11(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 11(c). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Corporation within ten (10) days of Board, and the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation 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, 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 and (iii) 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 givenreceived, deliver to the Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no a written objection is made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. (id) thirty If, within twenty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a9(b) hereof or 10(b) hereof, 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 Section 11(a) hereof. (e) The Company shall pay the “Submission Date”) reasonable fees and (ii) ten (10) days after the final disposition expenses of the ProceedingIndependent Counsel and to fully indemnify such Independent Counsel against any and all Expenses, each claims, liabilities and damages arising out of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications relating to serve as Independent Counsel, and such law firms this Agreement or members of law firms shall select the Independent Counsel. its engagement pursuant hereto. (f) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a13(a) of this Agreement, any 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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the CorporationCompany holding a majority of the securities of the Company entitled to vote; 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 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Corporation Company within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationCompany), (ii) the Corporation Company shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Company Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (iA) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) Date and (iiB) ten (10) days after the final disposition of the Proceeding, including any appeal therein, each of the Corporation Company and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof10(a), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case: (i) if Indemnitee a Change in Control shall request such determination be made by Independent Counselhave occurred, by Independent CounselCounsel in a written opinion to the Board of Directors, and a copy of which shall be delivered to Indemnitee; or (ii) if a Change in all other circumstancesControl shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a11(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 11(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Corporation within ten (10) days Board of Directors, and the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation 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 and (iii) selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been given, deliver to the Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later of (i) thirty (30) 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 Section 10(a) hereof (hereof, no Independent Counsel shall have been selected and not objected to, either the “Submission Date”) and (ii) ten (10) days after Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the final disposition Company or Indemnitee to the other’s selection of Independent Counsel and/or for the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member appointment as Independent Counsel of a law firm meeting person selected by the qualifications Court or by such other person as the Court shall designate, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a13(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) 8(a), the Corporation shall advance Expenses necessary to defend against a Claim pursuant to Section 7 hereof, if . If any determination by the Corporation is required by applicable law with respect to Indemnitee’s ultimate entitlement theretoto indemnification, such determination shall be made (i) if Indemnitee shall request such determination be made by the Independent Counsel, by the Independent Counsel, Counsel and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel circumstances in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed any manner permitted by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationDGCL. Indemnitee shall cooperate with the person, persons or entity Person(s) making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such personPerson(s), persons or entity upon reasonable advance request 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 Person(s) making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a9(a) has been made. The Corporation agrees to pay the reasonable fees and expenses Expenses of the Independent Counsel referred to above and to fully indemnify such counsel the Independent Counsel against any and all Liabilities Expenses, claims, liabilities and Expenses damages arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event that the determination of entitlement to indemnification is to be made by the Independent Counsel pursuant to Section 10(a9(a) hereof, (i) the Independent Counsel shall be selected by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Corporation)Date, (ii) the Corporation shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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).such

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof10(a), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s 's entitlement thereto, such determination thereto shall be made in the specific case: (i) if Indemnitee a Change in Control shall request such determination be made by Independent Counselhave occurred, by Independent CounselCounsel in a written opinion to the Board of Directors, and a copy of which shall be delivered to Indemnitee; or (ii) if a Change in all other circumstancesControl shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; 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 Corporation Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a11(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 11(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Corporation within ten (10) days Board of Directors, and the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation 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 and (iii) selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been given, deliver to the Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later of (i) thirty (30) 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 Section 10(a) hereof (hereof, no Independent Counsel shall have been selected and not objected to, either the “Submission Date”) and (ii) ten (10) days after Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the final disposition Company or Indemnitee to the other's selection of Independent Counsel and/or for the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member appointment as Independent Counsel of a law firm meeting person selected by the qualifications Court or by such other person as the Court shall designate, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a13(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) 8(a), the Company shall advance all reasonable fees and expenses necessary to defend against a Claim pursuant to the undertaking set forth in Section 7 hereof, if . If any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s ultimate entitlement theretoto indemnification, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed any manner permitted by the BoardDGCL. Subject to Sections 9(c) and 10 hereof, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled Company shall use reasonable best efforts to indemnification, payment to Indemnitee shall be made make such determination within ten thirty (1030) days after such determinationreceipt of Indemnitee’s written request for indemnification pursuant to this Agreement. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a an adverse determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a9(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities Expenses, claims, liabilities and Expenses damages arising out of or relating to this Agreement or its engagement pursuant hereto. The Company shall be bound by and shall have no right to challenge a favorable determination of Indemnitee’s entitlements. (b) In the event the any determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a9(a) hereof, (i) the Independent Counsel shall be selected by the Corporation Company within ten (10) days of the Submission Date (the cost of each such Independent Counsel counsel to be paid by the CorporationCompany), (ii) the Corporation Company shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Company Indemnitee’s written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If a written objection is so made by Indemnitee, 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 no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a9(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation Company and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a11(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). (c) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding; provided that, in absence of any such determination with respect to such Proceeding, the Company shall pay Liabilities and advance Expenses with respect to such Proceeding as if the Company had determined the Indemnitee to be entitled to indemnification and advancement of Expenses with respect to such Proceeding.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof8(a), if any a determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made by the Reviewing Party, who shall be: (i) if Indemnitee a Change in Control (other than a Change in Control which has been approved by a majority of the Board who were directors immediately prior to such Change in Control) shall request such determination be made by have occurred, Independent Counsel, by Independent Counsel, and retained pursuant to Section 9(c); or (ii) if a Change in all other circumstancesControl shall not have occurred, (A) selected by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, Independent Counsel, retained by Independent Counsel the Company and Endo (who shall make such determination in the form of a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; 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 indemnificationReviewing Party, 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 Reviewing Party shall be borne by the Corporation Endo (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto). (b) In the event the determination of entitlement to indemnification is to be made by that Independent Counsel is retained by the Company and Endo pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Corporation9(a), (ii) the Corporation shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of the selection shall have been given, deliver be provided promptly to the Corporation Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a11(a) of this Agreement, Independent Counsel legal counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (c) Xxxx agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Board who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Advances under this Agreement or any other agreement or the Corporate Documents now or hereafter in effect relating to any Proceeding, Endo shall seek legal advice only from Independent Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such Independent Counsel, among other things, shall render its written opinion to the Company, Endo and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under the laws of the State of Delaware. XXXX agrees to pay the reasonable fees of the Independent Counsel and to indemnify fully such Independent Counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a10(a) hereof, if any determination by the Corporation Companies is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (D) if so directed by the Board, by the stockholders unitholders of the CorporationPartnership; 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 by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Companies (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Companies hereby indemnifies indemnify and agrees agree to hold Indemnitee harmless therefrom. The Corporation Companies will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a11(a) has been made. The Corporation agrees Companies agree to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a11(a) hereof, (i) the Independent Counsel shall be selected by the Corporation Companies within ten (10) days of the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof (the “Submission Date Date”) (the cost of such Independent Counsel to be paid by the CorporationCompanies), (ii) the Corporation General Partner shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Companies Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground grounds that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) Date and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation Companies and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a13(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; 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 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee Ixxxxxxxxx unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Corporation Company within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationCompany), (ii) the Corporation Company shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Company Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (iA) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) Date and (iiB) ten (10) days after the final disposition of the Proceeding, including any appeal therein, each of the Corporation Company and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof1A determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company will promptly advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or (D) if so directed by the Board, by the stockholders of the Corporation; and, if basis for which indemnification has been denied. 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 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 determination. Any 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) 8(a), the Company shall advance all reasonable fees and expenses necessary to defend against a Claim pursuant to the undertaking set forth in Section 7 hereof, if . If any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s ultimate entitlement theretoto indemnification, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed any manner permitted by the BoardDGCL, subject to Section 9(c). Any decision that a determination is required by the stockholders of the Corporation; andlaw, if it is so determined that Indemnitee is entitled to indemnificationand any such determination, payment to Indemnitee shall be made within ten thirty (1030) days after such determinationreceipt of Indemnitee’s written request for indemnification pursuant to this Agreement. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a an adverse determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a9(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities Expenses, claims, liabilities and Expenses damages arising out of or relating to this Agreement or its engagement pursuant hereto. The Company shall be bound by and shall have no right to challenge a favorable determination of Indemnitee’s entitlements. (b) In the event the any determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a9(a) hereof, (i) the Independent Counsel shall be selected by the Corporation Company within ten (10) days of the Submission Date (the cost of each such Independent Counsel counsel to be paid by the CorporationCompany), (ii) the Corporation Company shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Company Indemnitee’s written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a timely objection, the person so selected shall act as Independent Counsel. If a written objection is so made by Indemnitee, 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 no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a9(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation Company and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a11(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). (c) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding; provided that, in absence of any such determination with respect to such Proceeding, the Company shall advance Liabilities and Expenses with respect to such Proceeding until the Company has determined the Indemnitee not to be entitled to indemnification with respect to such Proceeding.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; Corporation; 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 by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, ​ ​ and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof10(a), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, specific case by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; 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 Independent Counsel making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity counsel 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 Independent Counsel shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) ), and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the The Independent Counsel shall be selected by Indemnitee and shall be the Corporation within ten same law firm or partner (10or, if applicable, member) days of the Submission Date as is acting as “Independent Counsel” or in a similar role for other indemnitees under indemnification agreements similar to this Agreement, unless such law firm, partner (the cost of such Independent Counsel to be paid by the Corporationor, if applicable, member), (ii) the Corporation shall give written notice to under applicable standards of professional conduct then prevailing, would have a conflict of interest in representing Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee such other indemnitees. The Company may, within ten (10) days after such written notice of selection shall have been givensuch selection, deliver to the Corporation Indemnitee’s Indemnitee a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later of until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (i) thirty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) hereof, and (ii) ten (10) days after the final disposition of the Proceeding, each including any appeal therein, no Independent Counsel shall have been selected and not objected to, the Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation and Indemnitee shall select a law firm or member Company to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a law firm meeting person selected by the qualifications court or by such other person as the court shall designate, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a13(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a10(a) hereof, if any determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; 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 by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a11(a) has been mademade that such Indemnitee is not entitled to such indemnification. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a11(a) hereof, (i) the Independent Counsel shall be selected by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a11(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request application by Indemnitee for indemnification pursuant to Section 9(a10(b) hereofor written statement by Indemnitee for advances of Expenses pursuant to Section 9(b), if any a determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement theretothereto pursuant to the mandatory terms of this Agreement, such determination pursuant to statute, or pursuant to other sources of right to indemnity, and pursuant to Section 12 of this Agreement shall be made in the specific case: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than whether or not such directors otherwise would constitute a quorum of the Board, ; (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directorssuch directors, even though less than whether or not such directors would otherwise constitute a quorum of the Board, (Ciii) if there are no such Disinterested Directors or, or if such so requested by (x) the Indemnitee in his or her sole discretion or (y) the Disinterested Directors so directDirectors, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (Div) if so directed by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationCompany. Indemnitee shall reasonably cooperate with the person, persons or entity making such the 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny from any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees costs and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant heretoexpenses. (b) If it is determined that Indemnitee is entitled to indemnification requested by the Indemnitee in a written application submitted to the Company pursuant to Section 10(b), payment to Indemnitee shall be made within ten (10) days after such determination. All advances of Expenses requested in a written statement by Indemnitee pursuant to Section 9(b) prior to a final determination of eligibility for indemnification shall be paid in accordance with Section 9. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a11(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 11(c). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Corporation within ten (10) days of Board, and the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation 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, 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 and (iii) 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 givenreceived, deliver to the Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no a written objection is made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. (id) thirty If, within twenty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a9(b) hereof or 10(b) hereof, 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 Section 11(a) hereof. (e) The Company agrees to pay the “Submission Date”) reasonable fees and (ii) ten (10) days after the final disposition expenses of the ProceedingIndependent Counsel and to fully indemnify such Independent Counsel against any and all Expenses, each claims, liabilities and damages arising out of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications relating to serve as Independent Counsel, and such law firms this Agreement or members of law firms shall select the Independent Counsel. its engagement pursuant hereto. (f) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a13(a) of this Agreement, any 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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof12.1 A determination, if any determination by the Corporation is required by applicable law and/or the Memorandum and Articles, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (Bii) by a committee of Disinterested Directors such directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Boardsuch directors, (Ciii) if there are no such Disinterested Directors or, or if such Disinterested Directors directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (Div) if so directed by the Board, by the stockholders vote of the Corporation; andshareholders by ordinary resolution. The Company will promptly advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, if including a description of any reason or basis for which indemnification has been denied. 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 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 determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to indemnify and hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) 12.2 In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) 12.1 hereof, (i) the Independent Counsel shall be selected as provided in this Section 12.2. The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationBoard), (ii) the Corporation and Indemnitee shall give written notice to Indemnitee the Company advising it of the identity of the Independent Counsel so selected and (iii) certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him, her or them of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. 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 givenreceived, deliver to the Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (i) thirty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (11.2 hereof, no Independent Counsel shall have been selected and not objected to, either the “Submission Date”) and (ii) ten (10) days after Company or Indemnitee may petition the final disposition Cayman Court for resolution of any objection which shall have been made by the Proceeding, each Company or Indemnitee to the other’s selection of Independent Counsel and/or for the Corporation and Indemnitee shall select a law firm or member appointment as Independent Counsel of a law firm meeting person selected by the qualifications Cayman Court, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 12.1 hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) 14.1 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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, ; or (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or (D) if so directed by the Board, by the stockholders of the Corporation; and, if basis for which indemnification has been denied. 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 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 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a12(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationBoard), (ii) the Corporation and Indemnitee shall give written notice to Indemnitee the Company advising it of the identity of the Independent Counsel so selected and (iii) certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. 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 givenreceived, deliver to the Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (i) thirty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a11(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition that is subject to a determination of the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications entitlement to serve as indemnification to be made by Independent Counsel, no Independent Counsel shall have been selected and such law firms not objected to, either the Company or members Indemnitee may petition the Delaware Court for resolution of law firms any objection which shall select have been made by the Company or Indemnitee to the other’s selection of Independent CounselCounsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a14(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof12.1 A determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (Bii) by a committee of Disinterested Directors such directors designated by a majority vote of the Disinterested Directorssuch directors, even though less than a quorum of the Boardquorum, (Ciii) if there are no such Disinterested Directors or, or if such Disinterested Directors directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (Div) if so directed by the Board, by the stockholders vote of the Corporation; andshareholders by ordinary resolution. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, if including a description of any reason or basis for which indemnification has been denied. 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 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 determination. Any 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) 12.2 In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) 12.1 hereof, (i) the Independent Counsel shall be selected as provided in this Section 12.2. The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationBoard), (ii) the Corporation and Indemnitee shall give written notice to Indemnitee the Company advising it of the identity of the Independent Counsel so selected and (iii) certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. 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 givenreceived, deliver to the Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (i) thirty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (11.2 hereof, no Independent Counsel shall have been selected and not objected to, either the “Submission Date”) and (ii) ten (10) days after Company or Indemnitee may petition the final disposition Cayman Court for resolution of any objection which shall have been made by the Proceeding, each Company or Indemnitee to the other’s selection of Independent Counsel and/or for the Corporation and Indemnitee shall select a law firm or member appointment as Independent Counsel of a law firm meeting person selected by the qualifications Cayman Court, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 12.1 hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) 14.1 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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) 8(a), the Corporation shall advance Expenses necessary to defend against a Claim pursuant to Section 7 hereof, if . If any determination by the Corporation is required by applicable law with respect to Indemnitee’s 's ultimate entitlement theretoto indemnification, such determination shall be made (i) if Indemnitee shall request such determination be made by the Independent Counsel, by the Independent Counsel, Counsel and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel circumstances in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed any manner permitted by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationDGCL. Indemnitee shall cooperate with the person, persons or entity Person(s) making such determination with respect to Indemnitee’s 's entitlement to indemnification, including including, without limitation, providing to such personPerson(s), persons or entity upon reasonable advance request 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 Person(s) making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a9(a) has been made. The Corporation agrees to pay the reasonable fees and expenses Expenses of the Independent Counsel referred to above and to fully indemnify such counsel the Independent Counsel against any and all Liabilities Expenses, claims, liabilities and Expenses damages arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event that the determination of entitlement to indemnification is to be made by the Independent Counsel pursuant to Section 10(a9(a) hereof, (i) the Independent Counsel shall be selected by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Corporation)Date, (ii) the Corporation shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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).such

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof11(a), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case: (i) if Indemnitee a Change in Control shall request such determination be made by Independent Counselhave occurred, by Independent CounselCounsel in a written opinion to the Board, and a copy of which shall be delivered to Indemnitee; or (ii) if a Change in all other circumstancesControl shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; 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 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 entity, upon reasonable advance request 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not deny entitled to indemnification, including a description of any written request reason or basis for which indemnification hereunder made in good faith by Indemnitee unless has been denied. In no event shall a determination as be required in connection with any Proceeding or portion thereof with respect to which Indemnitee’s entitlement to such indemnification described in this Section 10(a) , who is a director, officer, employee or agent of the Company and/or a director, officer, trustee, partner, managing member, fiduciary, employee or agent of another Enterprise, has been made. The Corporation agrees to pay successful on the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of merits or relating to this Agreement or its engagement pursuant heretootherwise. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a12(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Corporation within ten (10) days of Board. If a Change in Control shall have occurred, the Submission Date (the cost of such Independent Counsel to shall be paid selected by Indemnitee (unless Indemnitee shall request that such selection be made by the CorporationBoard), (ii) the Corporation and Indemnitee shall give written notice to Indemnitee the Company advising it of the identity of the Independent Counsel so selected. If the Independent Counsel is selected and (iii) by the Board, the Company shall give written notice to Indemnitee advising such Indemnitee 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 the selection of Independent Counsel shall have been givenreceived, deliver to the Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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 or firm so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected shall may not serve as Independent Counsel unless and until Indemnitee withdraws the such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. Absent a timely objectionIf, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of within twenty (i) thirty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a11(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each 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 Corporation and Company or Indemnitee shall select a law firm or member to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a law firm meeting person selected by a court of competent jurisdiction or by such other person as such court shall designate, and the qualifications person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a14(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). (c) The Company agrees to pay the reasonable fees and expenses of the Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. (d) If the Company disputes a portion of the amounts for which indemnification is requested, the undisputed portion shall be paid and only the disputed portion withheld pending resolution of any such dispute.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request application by Indemnitee for indemnification pursuant to Section 9(a10(b) hereofor written statement by Indemnitee for advances of Expenses pursuant to Section 9(b), if any a determination by the Corporation is required by applicable law with respect to Indemnitee’s 's entitlement theretothereto pursuant to the mandatory terms of this Agreement, such determination pursuant to statute, or pursuant to other sources of right to indemnity, and pursuant to Section 12 of this Agreement shall be made in the specific case: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than whether or not such officers otherwise would constitute a quorum of the Board, ; (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directorssuch officers, even though less than whether or not such officers would otherwise constitute a quorum of the Board, (Ciii) if there are no such Disinterested Directors or, or if such so requested by (x) the Indemnitee in his or her sole discretion or (y) the Disinterested Directors so directDirectors, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (Div) if so directed by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationCompany. Indemnitee shall reasonably cooperate with the person, persons or entity making such the 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 Corporation Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny from any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees costs and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant heretoexpenses. (b) If it is determined that Indemnitee is entitled to indemnification requested by the Indemnitee in a written application submitted to the Company pursuant to Section 10(b), payment to Indemnitee shall be made within thirty (30) days after such determination. All advances of Expenses requested in a written statement by Indemnitee pursuant to Section 9(b) prior to a final determination of eligibility for indemnification shall be paid in accordance with Section 9. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a11(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 11(c). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Corporation within ten (10) days of Board, and the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation 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, 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 and (iii) 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 givenreceived, deliver to the Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated; provided, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined however, that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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).may

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) 8(a), the Corporation shall advance Expenses necessary to defend against a Claim pursuant to Section 7 hereof, if . If any determination by the Corporation is required by applicable law with respect to Indemnitee’s ultimate entitlement theretoto indemnification, such determination shall be made (i) if Indemnitee shall request such determination be made by the Independent Counsel, by the Independent Counsel, Counsel and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel circumstances in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed any manner permitted by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationDGCL. Indemnitee shall cooperate with the person, persons or entity Person(s) making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such personPerson(s), persons or entity upon reasonable advance request 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 Person(s) making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a9(a) has been made. The Corporation agrees to pay the reasonable fees and expenses Expenses of the Independent Counsel referred to above and to fully indemnify such counsel the Independent Counsel against any and all Liabilities Expenses, claims, liabilities and Expenses damages arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event that the determination of entitlement to indemnification is to be made by the Independent Counsel pursuant to Section 10(a9(a) hereof, (i) the Independent Counsel shall be selected by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Corporation)Date, (ii) the Corporation shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person Person so selected shall act as the Independent Counsel. If a timely objection is made by Indemnitee, the Person so selected may not serve as the Independent Counsel unless and until such objection is withdrawn. If no Independent Counsel shall have been selected and not objected (whether due to a failure of the Corporation to appoint such Independent Counsel, an un-withdrawn objection from Indemnitee with respect to the person so appointed or otherwise) before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a9(a) hereof (the date of such submission, the “Submission Date”) and (ii) ten (10) days after the final disposition of the ProceedingProceeding for which indemnity is sought, then (x) each of the Corporation and Indemnitee shall select a law firm or member of a law firm Person meeting the qualifications to serve as the Independent Counsel, Counsel and (y) such law firms or members of law firms Person shall (collectively) select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a11(a) of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof10, a determination, if any such determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination the permissibility thereof shall be made in the specific case: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the BoardBoard if Indemnitee so requests in such written request for indemnification pursuant to Section 10, or (ii) by the Company in accordance with applicable law if Indemnitee does not so request such determination be made by Independent Counsel. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; 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 personIndependent Counsel or the Company, persons or entity as applicable, making such determination with respect to the permissibility of indemnification of Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request 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 Independent Counsel or entity making such determination the Company shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to the permissibility of indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event that Indemnitee exercises his right to have the determination permissibility of entitlement to indemnification is to be made determined by Independent Counsel pursuant to Section 10(a) hereof, clause (i) of Section 11(a), the Independent Counsel shall be selected by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Company in accordance with applicable law. The Indemnitee may, within ten (10) days after such written notice of selection shall have been givensuch selection, deliver to the Corporation Indemnitee’s Company a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later of (i) until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) days after the later of (i) submission by Indemnitee of a written request for indemnification and Independent Counsel pursuant to Section Sections 10(a) hereof (the “Submission Date”and 11(a)(i) hereof, respectively, and (ii) ten (10) days after the final disposition of the Proceeding, each including any appeal therein, no Independent Counsel shall have been selected without objection, Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by Indemnitee to the Corporation and Indemnitee shall select a law firm or member selection of Independent Counsel and/or for the appointment as Independent Counsel of a law firm meeting person selected by the qualifications court or by such other person as the court shall designate. The person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a13(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof), if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, circumstances (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the CorporationCompany; 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 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities Expenses, claims, liabilities and Expenses damages arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Corporation Company within ten (10) days of the Submission Date (the cost of each such Independent Counsel counsel to be paid by the CorporationCompany), (ii) the Corporation shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Company Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If a written objection is so made by Indemnitee, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation Company and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof8(a), if any a determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made by the Reviewing Party, who shall be: (i) if Indemnitee a Change in Control (other than a Change in Control which has been approved by a majority of the Board who were directors immediately prior to such Change in Control) shall request such determination be made by have occurred, Independent Counsel, by Independent Counsel, and retained pursuant to Section 9(c); or (ii) if a Change in all other circumstancesControl shall not have occurred, (A) selected by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, Independent Counsel, retained by Independent Counsel the Company and EHSI (who shall make such determination in the form of a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; 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 indemnificationReviewing Party, 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 Reviewing Party shall be borne by the Corporation EHSI (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto). (b) In the event the determination of entitlement to indemnification is to be made by that Independent Counsel is retained by the Company and EHSI pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Corporation9(a), (ii) the Corporation shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of the selection shall have been given, deliver be provided promptly to the Corporation Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a11(a) of this Agreement, Independent Counsel legal counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (c) EHSI agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Board who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Advances under this Agreement or any other agreement or the Charter Documents now or hereafter in effect relating to any Proceeding, EHSI shall seek legal advice only from Independent Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such Independent Counsel, among other things, shall render its written opinion to the Company, EHSI and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under the laws of the State of Delaware. EHSI agrees to pay the reasonable fees of the Independent Counsel and to indemnify fully such Independent Counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of the Board: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, Board or (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company promptly shall advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or (D) if so directed by the Board, by the stockholders of the Corporation; and, if basis for which indemnification has been denied. 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 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 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a12(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by the Corporation within ten (10) days Board of Directors, and the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation Company shall give written notice to Indemnitee advising it him of the identity of the Independent Counsel so selected and (iii) certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 1 of this Agreement. Indemnitee may, within ten (10) days after such written notice of selection shall have been givenreceived, deliver to the Corporation Indemnitee’s Company a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (i) thirty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a11(b) hereof (hereof, no Independent Counsel shall have been selected and not objected to, either the “Submission Date”) and (ii) ten (10) days after Company or Indemnitee may petition the final disposition Delaware Court for resolution of any objection which shall have been made by Indemnitee to the Proceeding, each Company’s selection of Independent Counsel and/or for the Corporation and Indemnitee shall select a law firm or member appointment as Independent Counsel of a law firm meeting person selected by the qualifications Delaware Court, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a14(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). 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 12(a) hereof, regardless of the manner in which such Independent Counsel was selected or appointed.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request application by Indemnitee for indemnification pursuant to Section 9(a10(b) hereofor written statement by Indemnitee for advances of Expenses pursuant to Section 9(b), if any a determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement theretothereto pursuant to the mandatory terms of this Agreement, such determination pursuant to statute, or pursuant to other sources of right to indemnity, and pursuant to Section 12 of this Agreement shall be made in the specific case: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than whether or not such directors otherwise would constitute a quorum of the Board, ; (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directorssuch directors, even though less than whether or not such directors would otherwise constitute a quorum of the Board, (Ciii) if there are no such Disinterested Directors or, or if such so requested by (x) the Indemnitee in his or her sole discretion or (y) the Disinterested Directors so directDirectors, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (Div) if so directed by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationCompany. Indemnitee shall reasonably cooperate with the person, persons or entity making such the 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 Corporation Company (irrespective of the determination as to Indemniteelndemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies jointly and agrees severally indemnify and agree to hold Indemnitee harmless therefrom. The Corporation will not deny from any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees costs and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant heretoexpenses. (b) If it is determined that Indemnitee is entitled to indemnification requested by the Indemnitee in a written application submitted to the Company pursuant to Section 10(b), payment to Indemnitee shall be made within ten (10) days after such determination. All advances of Expenses requested in a written statement by Indemnitee pursuant to Section 9(b) prior to a final determination of eligibility for indemnification shall be paid in accordance with Section 9. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a11(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 11(c). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Corporation within ten (10) days of Board, and the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation 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, 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 and (iii) 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 givenreceived, deliver to the Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no a written objection is made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. (id) thirty If, within twenty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a9(b) hereof or 10(b) hereof, 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 Section 11(a) hereof. (e) The Company shall pay the “Submission Date”) reasonable fees and (ii) ten (10) days after the final disposition expenses of the ProceedingIndependent Counsel and to fully indemnify such Independent Counsel against any and all Expenses, each claims, liabilities and damages arising out of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications relating to serve as Independent Counsel, and such law firms this Agreement or members of law firms shall select the Independent Counsel. its engagement pursuant hereto. (f) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a13 (a) of this Agreement, any 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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof12(a), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case: (i) if Indemnitee shall request such determination be made by Independent Counsel, the Board by Independent Counsela majority of those present at a meeting at which a quorum is present, and only Disinterested Directors shall be counted in satisfying the quorum; or (ii) in all other circumstancesif a quorum cannot be obtained, (A) by a majority vote of the Disinterested Directors, even though less than a quorum committee of the Board, which committee shall consist of two or more Disinterested Directors; except that directors who are not Disinterested Directors may participate in the designation of directors for the committee; or (iii) if a quorum cannot be obtained and a committee cannot be established, or, even if a quorum is obtained or a committee is designated, if a majority of the directors constituting such quorum or such committee so directs, by (A) Independent Counsel or (B) by a committee of Disinterested Directors designated by a majority vote the shareholders of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the CorporationCompany; 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 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not deny entitled to indemnification, including a description of any written request reason or basis for which indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant heretodenied. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a13(a) hereof, (ithe Independent Counsel shall be selected as provided in this Section 13(b). If a quorum shall have been obtained pursuant to Section 13(a)(i) hereof, the Independent Counsel shall be selected by the Corporation within ten (10) days a vote of the Submission Date (Board in the cost of such Independent Counsel to be paid by the Corporationmanner specified in Section 13(a)(i), (ii) the Corporation shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection . If a committee shall have been given, deliver designated pursuant to the Corporation Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiatedSection 13(a)(ii) hereof, the Independent Counsel shall be selected by a vote of the committee in the manner specified in Section 13(a)(ii). If a quorum shall not serve as Independent Counsel unless have been obtained and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objectioncommittee shall not have been established, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been be selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition majority vote of the Proceedingfull Board, each of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counselincluding those directors who are not Disinterested Directors. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a15(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; 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 by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. . (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members 7 of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; 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 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Corporation Company within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationCompany), (ii) the Corporation Company shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Company Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (iA) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) Date and (iiB) ten (10) days after the final disposition of the Proceeding, including any appeal therein, each of the Corporation Company and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a10(a) hereof, if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (D) if so directed by the Board, by the stockholders shareholders of the CorporationCompany; 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 Person or entity Persons making such determination with respect to 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 Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons Person or entity Persons making such determination shall shall, to the fullest extent permitted by law, be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a11(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof), a determination, if any determination by the Corporation is required by applicable law or this Agreement, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case: (i) if Indemnitee a Change in Control shall request such determination be made by Independent Counselhave occurred, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, in the following manner: (A) by the Board acting by a quorum of Disinterested Directors upon a finding that Indemnitee is not barred from receiving such indemnification pursuant to item (i) or (ii) of Section 3(b); or (B) if such a quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), a copy of which shall be delivered to Indemnitee, that indemnification is proper in the circumstances because Indemnitee is not barred from receiving such indemnification pursuant to item (i) or (ii) of Section 3(b), or (Dy) if so directed by the Board, by the stockholders shareholders of the Corporation; and, if Company upon a finding that Indemnitee is not barred from receiving such indemnification pursuant to item (i) or (ii) of Section 3(b). 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 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by the Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 10(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Corporation within ten (10) days of Board, and the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation 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, 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 and (iii) 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 Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made Section 2, and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later of until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (i) thirty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each 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 that shall have been made by the Corporation and Company or Indemnitee shall select a law firm to the other’s selection of Independent Counsel or member for the appointment as Independent Counsel of a law firm meeting person selected by the qualifications Court or by such other person as the Court shall designate, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement), the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). The Company shall pay all reasonable fees and expenses incident to the procedures of this Section 10(b), regardless of the manner in which such Independent Counsel was selected.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof10(b), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods: (i) if Indemnitee a Change in Control shall request such determination be made have occurred and if so requested in writing by Independent CounselIndemnitee, by Independent CounselCounsel in a written opinion to the Board, and a copy of which shall be delivered to Indemnitee; or (ii) if a Change in all other circumstancesControl shall not have occurred (or if a Change of Control shall have occurred but Indemnitee shall not have requested that indemnification be determined by Independent Counsel as provided in subpart (i)), (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (D) if so directed by the Board, by the stockholders of the Corporation; andCompany. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, if including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) 20 days after such determination. Indemnitee shall cooperate with the person, persons Person or entity Persons making such determination with respect to 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 Indemnitee and reasonably necessary to such determination. Any 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) ), and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a11(a) hereof, the Independent Counsel shall be selected as provided in this Section 11(b). If a Change in Control shall not have occurred (or if a Change of Control shall have occurred but Indemnitee shall not have requested that indemnification be determined by Independent Counsel as provided in subpart (i) )), the Independent Counsel shall be selected by the Corporation within ten (10) days of Board, and the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation Company shall give written notice to Indemnitee advising 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, 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 and (iii) certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel.” 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 givenreceived, deliver to the Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before until such objection is withdrawn or the later of (i) thirty (30) Delaware 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 Section 10(a10(b) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which shall have been made by the Corporation and Company or Indemnitee shall select a law firm or member to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a law firm meeting person selected by the qualifications Delaware Court, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a13(a) of this Agreementhereof, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (c) The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify such Independent Counsel against any and all Expenses, claims, liabilities, loss and damages arising out of or relating to this Agreement or the engagement of Independent Counsel pursuant hereto. (d) If the Company disputes a portion of the amounts for which indemnification is requested, the undisputed portion shall be paid and only the disputed portion withheld pending resolution of any such dispute.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof8, a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote the specific case in accordance with Section 13.1-701B of the Disinterested Directors, even though less than a quorum Virginia Act and Section VI C of the Board, (B) by a committee Company’s Articles of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationIncorporation. 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 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a9(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 9(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Corporation within ten (10) days Board of Directors, and the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation Company shall 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 Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and (iii) selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been given, deliver to the Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later of until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (i) thirty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) 8 hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Virginia Court (as defined in Section 20 of this Agreement) for resolution of any objection which shall have been made by the Corporation and Company or Indemnitee shall select a law firm or member to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a law firm meeting person selected by the qualifications Court or by such other person as the Court shall designate, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 9(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a11(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case: (i) if a Change in Control shall have occurred (and Indemnitee shall request such not have requested that the determination be made by Independent Counselpursuant to clause (ii) of this sentence, by Independent CounselCounsel in a written opinion to the Board, and a copy of which shall be delivered to Indemnitee; or (ii) if a Change in all other circumstancesControl shall not have occurred (or Indemnitee shall have requested that the determination be made pursuant to this clause (ii), (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, and (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Corporation promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or (D) if so directed by the Board, by the stockholders of the Corporation; and, if basis for which indemnification has been denied. 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 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 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 or otherwise in connection with Indemnitee’s request for indemnification shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees shall advance to hold or on behalf of Indemnitee harmless therefrom. The Corporation will not deny any payment therefor upon Indemnitee’s written request for indemnification hereunder made in good faith by Indemnitee unless a determination as such costs or Expenses are incurred or anticipated to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant heretobe incurred. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a12(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Corporation within ten (10) days of Board. If a Change in Control shall have occurred, the Submission Date (the cost of such Independent Counsel to shall be paid selected by Indemnitee (unless Indemnitee shall request that such selection be made by the CorporationBoard), (ii) the Corporation and Indemnitee shall give written notice to Indemnitee the Corporation advising it of the identity of the Independent Counsel so selected and (iii) certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Corporation shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Corporation, as the case may be, may, within ten (10) days after such written notice of selection shall have been givenreceived, deliver to the Corporation or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before until such objection is withdrawn or the later of Delaware Court has determined that such objection is without merit. If, within twenty (i) thirty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a11(a) hereof (the “Submission Date”) hereof, no Independent Counsel shall have been selected and (ii) ten (10) days after the final disposition of the Proceedingnot objected to, each of either the Corporation and or Indemnitee may petition the Delaware Court for resolution of any objection which shall select a law firm have been made by the Corporation or member Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a law firm meeting person selected by the qualifications Delaware Court or such other person as the Delaware Court shall designate, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a14(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof10(a), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case: (i) if Indemnitee a Change in Control shall request such determination be made by Independent Counselhave occurred, by Independent CounselCounsel in a written opinion to the Board of Directors, and a copy of which shall be delivered to Indemnitee; or (ii) if a Change in all other circumstancesControl shall not have occurred, at the sole discretion of the Indemnitee, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (D) if so directed by the Board, by the stockholders of the CorporationCompany; 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 (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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a11(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 11(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Corporation within ten (10) days Board of Directors, and the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation 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 and (iii) selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been given, deliver to the Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later of (i) thirty (30) 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 Section 10(a) hereof (hereof, no Independent Counsel shall have been selected and objected to, either the “Submission Date”) and (ii) ten (10) days after Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the final disposition Company or Indemnitee to the other’s selection of Independent Counsel and/or for the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member appointment as Independent Counsel of a law firm meeting person selected by the qualifications court or by such other person as the court shall designate, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a13(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). (c) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding; provided that, in absence of any such determination with respect to such Proceeding, the Company shall pay all Liabilities and advance Expenses with respect to such Proceeding as if the Company had determined the Indemnitee to be entitled to indemnification and advancement of Expenses with respect to such Proceeding.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, Board or (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or (D) if so directed by the Board, by the stockholders of the Corporation; and, if basis for which indemnification has been denied. 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 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 determination. Any 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a11(a) hereof, a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case: (i) if Indemnitee a Change in Control shall request such determination be made by Independent Counselhave occurred, by Independent CounselCounsel in a written opinion to the Board of Directors, and a copy of which shall be delivered to Indemnitee; or (ii) if a Change in all other circumstancesControl shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a12(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Corporation within ten (10) days Board of Directors, and the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation 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 and (iii) selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been given, deliver to the Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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(g) of this Agreement. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later of until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (i) thirty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a11(a) hereof (hereof, no Independent Counsel shall have been selected and not objected to, either the “Submission Date”) and (ii) ten (10) days after Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the final disposition Company or Indemnitee to the other’s selection of Independent Counsel and/or for the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member appointment as Independent Counsel of a law firm meeting person selected by the qualifications court or by such other person as the court shall designate, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a14(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; Corporation; 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 by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable and documented fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, ​ and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof6(a), if subject to Section 8, the Company shall advance all Expenses necessary to defend against a Claim. If any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s ultimate entitlement theretoto indemnification, such determination shall be made by the following person or persons who shall be empowered to make such determination: (i) if Indemnitee shall request such determination be made by Independent Counselthe Board, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors; or (ii) if such vote is not obtainable or, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors orobtainable, if such Disinterested Directors so directdirect by majority vote, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. For the purposes of Section 7(a)(ii), or (D) if so directed Independent Counsel shall be selected by the Board, Board and approved by the stockholders Indemnitee. Upon failure of the Corporation; andBoard to so select such Independent Counsel or upon failure of Indemnitee to so approve, if it is so determined that Indemnitee is entitled such Independent Counsel shall be selected by a single arbitrator pursuant to indemnification, payment to Indemnitee the rules of the American Arbitration Association. Such determination of entitlement shall be made within ten no later than thirty (1030) days after such determinationreceipt of Indemnitee’s written request for indemnification pursuant to this Agreement. 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 Subject to Section 8, any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a an adverse determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) 7 has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities Expenses, claims, liabilities and Expenses damages arising out of or relating to this Agreement or its engagement pursuant hereto. The Company shall be bound by and shall have no right to challenge a favorable determination of Indemnitee’s entitlements. (b) In the event the any determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a7(a)(ii) hereof, (i) the Independent Counsel shall be selected by the Corporation Company within ten (10) days of the Submission Date (as defined below) (the cost of each such Independent Counsel counsel to be paid by the CorporationCompany), (ii) the Corporation Company shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Company Indemnitee’s written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If a written objection is so made by Indemnitee, 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 no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a7(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation Company and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a10(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). (c) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding; provided that, in absence of any such determination with respect to such Proceeding, the Company shall pay Liabilities and advance Expenses with respect to such Proceeding as if the Company had determined Indemnitee to be entitled to indemnification and advancement of Expenses with respect to such Proceeding.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof10(b), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though if constituting less than a quorum of the Board, ; or (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (Cii) if there are no such Disinterested Directors orso requested by Indemnitee, if such Disinterested Directors so directin his or her sole discretion, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; 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 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 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a11(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 11(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Corporation within ten (10) days of Board, and the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected and the basis for the Board’s determination that such counsel qualified as Independent Counsel. 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, 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 and (iii) 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 givenreceived, deliver to the Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (i) thirty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a10(b) hereof hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction (the “Submission DateCourt”) and (ii) ten (10) days after for resolution of any objection which shall have been made by the final disposition Company or Indemnitee to the other’s selection of Independent Counsel and/or for the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member appointment as Independent Counsel of a law firm meeting person selected by the qualifications Court or by such other person as the Court shall designate, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a13(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). (c) The Company agrees to pay the reasonable fees of Independent Counsel and to fully indemnify such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof), if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, circumstances (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the CorporationCompany; 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 by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities Expenses, claims, liabilities and Expenses damages arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Corporation Company within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationCompany), (ii) the Corporation Company shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Company Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation Company and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof10(a), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, specific case by Independent Counsel chosen in accordance Section 11(b) below in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within as soon as practicable, but in no event later than ten (10) days days, after such determination. Indemnitee shall cooperate with the person, persons or entity Independent Counsel making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity counsel 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 Independent Counsel shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the The Independent Counsel shall be selected by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee Indemnitee. The Company may, within ten (10) days after such written notice of selection shall have been givensuch selection, deliver to the Corporation Indemnitee’s Indemnitee a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later of until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (i) thirty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) hereof, and (ii) ten (10) days after the final disposition of the Proceeding, each including any appeal therein, no Independent Counsel shall have been selected and not objected to, the Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation and Indemnitee shall select a law firm or member Company to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a law firm meeting person selected by the qualifications court or by such other person as the court shall designate, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a13(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case: (i) if Indemnitee a Change in Control shall request such determination be made by Independent Counselhave occurred, by Independent CounselCounsel in a written opinion to the Company Board, and a copy of which shall be delivered to Indemnitee; or (ii) if a Change in all other circumstancesControl shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Company Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Company Board, or (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Company Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; 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 expenses and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by the Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 10(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Corporation within ten (10) days of Company Board, and the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation 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 Company 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 and (iii) 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 Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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(g) of this Agreement. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (i) thirty (3020) days after the later of 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 a court of the State of Texas for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of an Independent Counsel and/or for the appointment as Independent Counsel of a person selected by a court of the State of Texas or by such other person as a court of the State of Texas 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 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counselhereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (c) The Company agrees to pay the reasonable fees and expenses of the Independent Counsel selected as provided in this Section 10 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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof8(a), if any a determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made by the Reviewing Party, who shall be: (i) if Indemnitee a Change in Control (other than a Change in Control which has been approved by a majority of the Board who were directors immediately prior to such Change in Control) shall request such determination be made by have occurred, Independent Counsel, by Independent Counsel, and retained pursuant to Section 9(c); or (ii) if a Change in all other circumstancesControl shall not have occurred, (A) selected by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, Independent Counsel, retained by Independent Counsel the Company (who shall make such determination in the form of a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; 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 indemnificationReviewing Party, 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 Reviewing Party shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto). (b) In the event the determination of entitlement to indemnification is to be made by that Independent Counsel is retained by the Company pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Corporation9(a), (ii) the Corporation shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of the selection shall have been given, deliver be provided promptly to the Corporation Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a11(a) of this Agreement, Independent Counsel legal counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (c) The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Board who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Advances under this Agreement or any other agreement or the Charter Documents now or hereafter in effect relating to any Proceeding , the Company shall seek legal advice only from Independent Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such Independent Counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Counsel and to indemnify fully such Independent Counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s 's entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, ; or (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or (D) if so directed by the Board, by the stockholders of the Corporation; and, if basis for which indemnification has been denied. 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 reasonably 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 Corporation Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a12(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationBoard), (ii) the Corporation and Indemnitee shall give written notice to Indemnitee the Company advising it of the identity of the Independent Counsel so selected and (iii) certifying that the Independent Counsel so selected meets the requirements of "Independent Counsel" as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of "Independent Counsel" as defined in Section 2 of this Agreement. 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 givenreceived, deliver to the Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (i) thirty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a11(a) hereof (hereof, no Independent Counsel shall have been selected and not objected to, either the “Submission Date”) and (ii) ten (10) days after Company or Indemnitee may petition the final disposition Delaware Court for resolution of any objection which shall have been made by the Proceeding, each Company or Indemnitee to the other's selection of Independent Counsel and/or for the Corporation and Indemnitee shall select a law firm or member appointment as Independent Counsel of a law firm meeting person selected by the qualifications Delaware Court, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a14(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). (c) The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, Board or (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or (D) if so directed by the Board, by the stockholders of the Corporation; and, if basis for which indemnification has been denied. 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 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 determination. Any costs or Expenses (including attorneys’ disbursements) incurred by Indemnitee Xxxxxxxxxx in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a12(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationBoard), (ii) the Corporation and Indemnitee shall give written notice to Indemnitee the Company advising it of the identity of the Independent Counsel so selected and (iii) certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. 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 givenreceived, deliver to the Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (i) thirty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a11(a) hereof (hereof, no Independent Counsel shall have been selected and not objected to, either the “Submission Date”) and (ii) ten (10) days after Company or Indemnitee may petition an Illinois Court for resolution of any objection which shall have been made by the final disposition Company or Indemnitee to the other’s selection of Independent Counsel and/or for the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member appointment as Independent Counsel of a law firm meeting person selected by an Illinois Court, and the qualifications person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a14(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation Companies is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (D) if so directed by the Board, by the stockholders unitholders of the CorporationPartnership; 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 by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Companies (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Companies hereby indemnifies indemnify and agrees agree to hold Indemnitee harmless therefrom. The Corporation Companies will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees Companies agree to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Corporation Companies within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationCompanies), (ii) the Corporation General Partner shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Companies Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation Companies and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) 8.(a), the Corporation shall advance Expenses necessary to defend against a Claim pursuant to Section 7 hereof, if . If any determination by the Corporation is required by applicable law with respect to Indemnitee’s 's ultimate entitlement theretoto indemnification, such determination shall be made (i) if Indemnitee shall request such determination be made by the Independent Counsel, by the Independent Counsel, Counsel and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel circumstances in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed any manner permitted by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationDGCL. Indemnitee shall cooperate with the person, persons or entity Person(s) making such determination with respect to Indemnitee’s 's entitlement to indemnification, including including, without limitation, providing to such personPerson(s), persons or entity upon reasonable advance request 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 Person(s) making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a9.(a) has been made. The Corporation agrees to pay the reasonable fees and expenses Expenses of the Independent Counsel referred to above and to fully indemnify such counsel the Independent Counsel against any and all Liabilities Expenses, claims, liabilities and Expenses damages arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event that the determination of entitlement to indemnification is to be made by the Independent Counsel pursuant to Section 10(a9.(a) hereof, (i) the Independent Counsel shall be selected by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Corporation)Date, (ii) the Corporation shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person Person so selected shall act as the Independent Counsel. If a timely objection is made by Indemnitee, the Person so selected may not serve as the Independent Counsel unless and until such objection is withdrawn. If no Independent Counsel shall have been selected and not objected (whether due to a failure of the Corporation to appoint such Independent Counsel, an un-withdrawn objection from Indemnitee with respect to the person so appointed or otherwise) before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a9.(a) hereof (the date of such submission, the “Submission Date”) and (ii) ten (10) days after the final disposition of the ProceedingProceeding for which indemnity is sought, then (x) each of the Corporation and Indemnitee shall select a law firm or member of a law firm Person meeting the qualifications to serve as the Independent Counsel, Counsel and (y) such law firms or members of law firms Persons shall (collectively) select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a11.(a) of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; 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 by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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 UPON APPLICATION FOR INDEMNIFICATION. (a) In order to obtain indemnification pursuant to this Agreement, Indemnitee shall submit to the Company a written request therefor, including in such request 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. Indemnification shall be made insofar as the Company determines Indemnitee is entitled to indemnification in accordance with this Agreement. Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the CorporationCompany holding a majority of the securities of the Company entitled to vote; 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 Person or entity Persons making such determination with respect to 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 Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee Xxxxxxxxxx in so cooperating with the person, persons Person or entity Persons making such determination shall shall, to the fullest extent permitted by law, be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee Xxxxxxxxxx unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Corporation Company within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationCompany), (ii) the Corporation Company shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Indemnitee’s Company a written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person Person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (iA) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) Date and (iiB) ten (10) days after the final disposition of the Proceeding, including any appeal therein, each of the Corporation Company and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s 's entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee Board consisting of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, ; or (Cii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or (D) if so directed by the Board, by the stockholders of the Corporation; and, if basis for which indemnification has been denied. 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 reasonably 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 Corporation Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a12(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationBoard), (ii) the Corporation and Indemnitee shall give written notice to Indemnitee the Company advising it of the identity of the Independent Counsel so selected and (iii) certifying that the Independent Counsel so selected meets the requirements of "Independent Counsel" as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of "Independent Counsel" as defined in Section 2 of this Agreement. 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 givenreceived, deliver to the Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (i) thirty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a11(a) hereof (hereof, no Independent Counsel shall have been selected and not objected to, either the “Submission Date”) and (ii) ten (10) days after Company or Indemnitee may petition the final disposition New York Courts for resolution of any objection which shall have been made by the Proceeding, each Company or Indemnitee to the other's selection of Independent Counsel and/or for the Corporation and Indemnitee shall select a law firm or member appointment as Independent Counsel of a law firm meeting person selected by the qualifications New York Courts, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a14(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; 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 by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee Xxxxxxxxxx unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) 8(a), the Corporation shall advance Expenses necessary to defend against a claim pursuant to Section 7 hereof, if . If any determination by the Corporation is required by applicable law with respect to Indemnitee’s ultimate entitlement theretoto indemnification, such determination shall be made (i) if Indemnitee shall request such determination be made by the Independent Counsel, by the Independent Counsel, Counsel and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel circumstances in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed any manner permitted by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationDGCL. Indemnitee shall cooperate with the person, persons or entity Person(s) making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such personPerson(s), persons or entity upon reasonable advance request 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 Person(s) making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a9(a) has been made. The Corporation agrees to pay the reasonable fees and expenses Expenses of the Independent Counsel referred to above and to fully indemnify such counsel the Independent Counsel against any and all Liabilities Expenses, claims, liabilities and Expenses damages arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event that the determination of entitlement to indemnification is to be made by the Independent Counsel pursuant to Section 10(a9(a) hereof, (i) the Independent Counsel shall be selected by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Corporation)Date, (ii) the Corporation shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person Person so selected shall act as the Independent Counsel. If a timely objection is made by Indemnitee, the Person so selected may not serve as the Independent Counsel unless and until such objection is withdrawn. If no Independent Counsel shall have been selected and not objected (whether due to a failure of the Corporation to appoint such Independent Counsel, an un-withdrawn objection from Indemnitee with respect to the person so appointed or otherwise) before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a9(a) hereof (the date of such submission, the “Submission Date”) and (ii) ten (10) days after the final disposition of the ProceedingProceeding for which indemnity is sought, then (x) each of the Corporation and Indemnitee shall select a law firm or member of a law firm Person meeting the qualifications to serve as the Independent Counsel, Counsel and (y) such law firms or members of law firms Persons shall (collectively) select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a11(a) of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case: (i) if requested by Indemnitee, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if no request is made by Indemnitee shall request such for a determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the CorporationCompany; 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 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not deny entitled to indemnification, including a description of any written request reason or basis for which indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant heretodenied. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred within two (i2) years prior to the date of commencement of the Proceeding for which indemnification is claimed, the Independent Counsel shall be selected by the Corporation within ten (10) days of Board, and the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred within two (2) years prior to the date of commencement of the Proceeding for which indemnification is claimed, 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 and (iii) 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 Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made , and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before until such objection is withdrawn or the later of Delaware Court has determined that such objection is without merit. If, within twenty (i) thirty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a11(a) hereof (the “Submission Date”if any) and (ii) ten (10) days after the final disposition of the Proceeding, each no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which shall have been made by the Corporation and Company or Indemnitee shall select a law firm or member to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a law firm meeting person selected by such court or by such other person as such court shall designate, and the qualifications person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a14(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; 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; provided, that nothing contained in this Agreement shall require Indemnitee to waive any privilege Indemnitee may have. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Corporation), (ii) the Corporation shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later date of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding), each of the Corporation and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific cases by one of the following methods: (i) if by the Board acting by a quorum consisting of directors who are not parties to such Proceeding upon a finding that Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, has met the standard of conduct set forth in the Agreement and the DGCL; or (ii) in all other circumstances, if a quorum under subparagraph (Aa)(i) by a majority vote of the Disinterested Directorsis not obtainable or, even though less than if obtainable, a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, directs: (a) by the Board upon the opinion in writing of Independent Counsel that indemnification is proper in a written opinion to the Board, a copy circumstances because the applicable standard of which shall be delivered to conduct set forth in this Agreement and the DGCL has been met by Indemnitee, or (Db) if so directed by the Boardshareholders upon a finding that Indemnitee has met the applicable standard of conduct set forth in such sections. (b) The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, by the stockholders including a description of the Corporation; and, if any reason or basis for which indemnification has been denied. 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 reasonably cooperate with the personPerson, persons Persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personPerson, 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 costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the personPerson, persons Persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (bc) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a12(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 12(c). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationBoard), (ii) the Corporation and Indemnitee shall give written notice to Indemnitee the Company advising it of the identity of the Independent Counsel so selected and (iii) certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. 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 givenreceived, deliver to the Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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 shall may not serve as Independent Counsel unless and until Indemnitee withdraws the such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. Absent a timely objectionIf, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of within twenty (i) thirty (3020) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a11(b) hereof (hereof, no Independent Counsel shall have been selected and not objected to, either the “Submission Date”) and (ii) ten (10) days after Company or Indemnitee may petition the final disposition Delaware Court for resolution of any objection which shall have been made by the Proceeding, each Company or Indemnitee to the other’s selection of Independent Counsel and/or for the Corporation and Indemnitee shall select a law firm or member appointment as Independent Counsel of a law firm meeting Person selected by the qualifications Delaware Court, and the Person with respect to serve whom all objections are so resolved or the Person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding Proceeding or arbitration pursuant to Section 12(a14(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 UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or (D) if so directed by the Board, by the stockholders of the Corporation; and, if basis for which indemnification has been denied. 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 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 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 Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof12(a), (i) the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Corporation within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the CorporationBoard), (ii) the Corporation and Indemnitee shall give written notice to Indemnitee the Company advising it of the identity of the Independent Counsel so selected and (iii) certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2. If the Independent Counsel is selected by the Board, the Company shall given written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2. 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 givenreceived, deliver to the Corporation Company or to Indemnitee’s , as the case may be, a written objection to such selection. Such ; provided, however, that such objection by Indemnitee 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. If such written objection is made Section 2, and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that shall set forth with particularity the factual basis of such objection is without meritassertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If no such written objection is so made and substantiated, the Independent Counsel shall have been so selected may not serve as Independent Counsel unless and not objected to before the later until such objection is withdrawn or a court of (i) thirty (30) competent jurisdiction has determined that such objection is without merit. If, within twenty days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (11(b), no Independent Counsel shall have been selected and not objected to, either the “Submission Date”) and (ii) ten (10) days after Company or Indemnitee may petition the final disposition Delaware Court for resolution of any objection which shall have been made by the Proceeding, each Company or Indemnitee to the other’s selection of Independent Counsel and/or for the Corporation and Indemnitee shall select a law firm or member appointment as Independent Counsel of a law firm meeting person selected by the qualifications Delaware Court, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel, and such law firms or members of law firms shall select the Independent CounselCounsel under Section 12(a). Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement14(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). (c) The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.