Common use of Procedures Clause in Contracts

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 days after receipt by the Corporation of the written request of the Indemnitee, unless the Corporation determines within such 20-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporation. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 30 days after receipt by the Corporation of the written request of the Indemnitee, unless the Corporation determines within such 2030-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporation. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order The following provisions shall also be applicable to obtain indemnification or advancement of Expenses any such registration statement utilized pursuant to this AgreementSection 8: (i) The registered holders whose shares of Warrant Shares are to be included in any such registration statement (the "Sellers") shall furnish the Company with such appropriate information (relating to the intentions of such holders) in connection therewith as the Company shall reasonably request in writing. Following the effective date of the registration statement, the Indemnitee Company shall submit upon the request of any Seller forthwith supply such reasonable number of prospectuses meeting the requirements of the Securities Act as shall be requested by such Seller to permit such Seller to make a public offering of all the securities of such Seller included therein. The Company shall use reasonable efforts (i) to keep such registration statement current until resales of such securities are permitted pursuant to Rule 144 under the Securities Act (or, if earlier, until all such securities are sold pursuant to the Corporation a written request, including registration statement); (ii) to qualify such securities for sale in such request states as the Sellers shall reasonably designate at the cost and expense of the Company provided that no such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses qualification shall be made promptly, and required in any event within 20 days after receipt by jurisdiction where, as a result thereof, the Corporation Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction to which it is not then subject; and (iii) to qualify such offering, at the cost and expense of the written request Company with the National Association of the IndemniteeSecurities Dealers, unless the Corporation determines within such 20-day period that the Indemnitee did not meet the applicable standard of conduct. Such determinationInc., and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporationapplicable. (bii) The termination Company shall indemnify and hold harmless each Seller and each underwriter, within the meaning of the Securities Act, who may purchase from or sell for any Seller any Warrant Shares from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever) arising out of any Proceeding untrue statement or alleged untrue statement of a material fact contained in the registration statement or any amendment thereto or any prospectus included therein required to be filed or furnished by judgmentreason of this Section 8, orderor caused by any omission or alleged omission to state therein a material fact requiring to be stated therein or necessary to make the statements therein, settlementin light of the circumstances under which they were made, conviction not misleading, except insofar as such loss, liability, claim, damage or expense is caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon a plea information furnished in writing to the Company by such Seller or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such Seller or underwriter within the meaning of nolo contendere or its equivalentthe Securities Act; provided, shall nothowever, of itself, create a presumption that the Indemnitee did not act indemnity agreement by the Company set forth in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, this Section 8 with respect to any criminal Proceedingsuch prospectus which shall be subsequently amended prior to the written confirmation of the sale of any such Shares, had reasonable cause shall not inure to believe that his the benefit of any Seller or her conduct was unlawfulunderwriter from whom the person asserting any such loss, liability, claim, damage or expense purchased the Shares which are the subject thereof (or to the benefit of any person controlling such Seller or underwriter), if such Seller or underwriter failed to send or give a copy of the prospectus as so amended to such person at or prior to the written confirmation of the sale of such Shares to such person and if the amended prospectus did not contain any untrue statement or alleged untrue statement or omission or alleged omission giving rise to such loss, liability, claim, damage or expense. (ciii) The Indemnitee Such Seller and underwriter shall cooperate with at the same time indemnify the Company, their respective directors, each officer signing the related registration statement and each person, persons if any, who controls the Company, within the meaning of the Securities Act, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or entity making defending against any litigation, commenced or threatened, or any claim whatsoever) arising out of any untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any omission or alleged omission to state therein a material fact to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, insofar as such determination with respect loss, liability, claim, damage or expense is caused by any untrue statement or alleged untrue statement or omission or alleged omission based upon information furnished in writing to the Indemnitee’s entitlement to indemnification, including providing to Company by any such person, persons seller or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromunderwriter expressly for use therein.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 (i) in the case of indemnification under Sections 4, 5, 8 or 9(f), 30 calendar days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, 60 calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 9(b) below. (b) With respect to requests for indemnification under Section 3, indemnification shall be made unless the Corporation determines within such 20-day period that the Indemnitee did has not meet met the applicable standard of conductconduct set forth in Section 3. Such determinationAny determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 3, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made made, in each instance the discretion of the Board of Directors of the Corporation, (a1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c3) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) Independent Counsel in a written opinionopinion to the Board, or (d4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 3 shall be made within the 60-day period referred to in clause (ii) of Section 9(a) (unless extended by mutual agreement by the Corporation and Indemnitee). (bc) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, any determination required to be made pursuant to Section 9(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 9(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable fees and expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary fees and expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (ce) For purposes of any determination under this Section 9, to the extent permitted by law Indemnitee shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Enterprise, or on information supplied to him by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. The provisions of this Section 9(e) shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 (i) in the case of advancement of Expenses under Section 7, 30 calendar days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, 60 calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and (c) below. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines within such 20-day period that the Indemnitee did has not meet met the applicable standard of conductconduct set forth in Section 2. Such determinationAny determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made made, in each instance the discretion of the Board of Directors of the Corporation, (a1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c3) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) Independent Counsel in a written opinionopinion to the Board, or (d4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2. (bc) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable fees and expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary fees and expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (ce) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by such Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, in addition thereto, such Pledgor shall (to the extent provided below) take, or, in the case of Section 3.2(a)(v), authorize the Pledgee to take, the Indemnitee following actions as set forth below (as promptly as practicable and, in any event, within 30 days after it obtains such Collateral) for the benefit of the Pledgee and the Secured Creditors: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation), such Pledgor shall submit deliver such Certificated Security to the Corporation Pledgee with powers executed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a written requestClearing Corporation), including such Pledgor shall cause the issuer of such Uncertificated Security (or, in the case of an issuer that is not a Subsidiary of such request Pledgor, will use reasonable efforts to cause such documentation issuer) to duly authorize and information as is reasonably available execute, and deliver to the Indemnitee Pledgee, an agreement for the benefit of the Pledgee and is reasonably necessary the other Secured Creditors substantially in the form of Annex G hereto (appropriately completed to determine whether the reasonable satisfaction of the Pledgee and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any with such indemnification or advancement of Expenses modifications, if any, as shall be made promptlyreasonably satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), such Pledgor shall promptly notify the Pledgee thereof and shall promptly take all actions required (i) to comply in all material respects with the applicable rules of such Clearing Corporation and (ii) to perfect the security interest of the Pledgee under applicable law (including, in any event within 20 days after receipt by the Corporation of the written request of the Indemniteeevent, unless the Corporation determines within such 20under Sections 9-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”314(a), whether or not a quorum, (b) and (c), 9-106 and 8-106(d) of the UCC). Such Pledgor further agrees to take such actions as the Pledgee deems reasonably necessary to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Interest credited on the books of a Clearing Corporation), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a committee certificate and is a Security for purposes of disinterested directors designated the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a majority vote of disinterested directors, whether certificate or is not a quorumSecurity for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof; and (v) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof which are not released to such Pledgor in accordance with Section 6 hereof, (ci) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) establishment by the stockholders Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall have exclusive and absolute control and dominion (and no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the CorporationPledgee) and (ii) deposit of such cash in such cash account. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that In addition to the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed actions required to be intaken pursuant to Section 3.2(a) hereof, or not opposed to, each Pledgor shall take the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Collateral: (i) with respect to indemnificationall Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing or under the laws of any relevant State other than the State of New York), such Pledgor shall take all actions as may be reasonably requested from time to time by the Pledgee so that “control” of such personCollateral is obtained and at all times held by the Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant states, persons or entity upon reasonable advance request any documentation or information covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee has a security interest in all Collateral which is not privileged or otherwise protected from disclosure and which is reasonably available perfected by the filing of such financing statements (in each case to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred maximum extent perfection by filing may be obtained under the Indemnitee in so cooperating shall be borne by the Corporation (irrespective laws of the determination as to relevant states, including, without limitation, Section 9-312(a) of the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromUCC).

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 60 days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Paragraph 7(b) and 7(c) below. (b) With respect to requests under Paragraph 2, no indemnification shall be made unless the Corporation determines within such 20-day period that the Indemnitee did not meet has met the applicable standard of conductconduct set forth in Paragraph 2. Such determinationThe determination of whether Indemnitee has met the applicable standard of conduct set forth in Paragraph 2, and any determination that Expenses that have been advanced Expenses pursuant to Paragraph 6 must be subsequently repaid to the Corporation, shall be made in each instance (ai) if there are two or more Disinterested Directors, by the Board of Directors by a majority vote of all the directors Disinterested Directors, a majority of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not whom shall for such purpose constitute a quorum, (b) or by a majority of the members of a committee of disinterested directors designated two or more Disinterested Directors appointed by a majority vote of disinterested directorssuch vote; (ii) by special legal counsel (A) selected in the manner prescribed in clause (i), whether or not a quorum, (cB) if there are no disinterested directorsfewer than two Disinterested Directors, or if the disinterested selected by Board of Directors, in which selection directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, do not qualify as Disinterested Directors may participate or (diii) by the stockholders shareholders of the Corporation. Corporation (bbut shares owned by or voted under the control of a director who at the time does not qualify as a Disinterested Director may not be voted on the determination). Such determination shall be made within the 60-day period referred to in Paragraph 7(a) The termination (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of any Proceeding by judgmentthe foregoing determination with respect to requests under Paragraph 2 or repayment of advanced Expenses, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, the Indemnitee shall not, of itself, create be entitled to a presumption that he or she has met the Indemnitee did not act applicable standard of conduct set forth in good faith and in a manner Paragraph 2. The Corporation acknowledges that the Indemnitee reasonably believed may settle a Proceeding in order to be inavoid expense, delay, distraction, disruption and uncertainty and that, therefore, any such settlement (with or without payment of money or other consideration) shall not opposed to, in and of itself overcome the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawfulpresumption set forth above. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect Notwithstanding anything to the Indemnitee’s entitlement contrary set forth in this Agreement, if a request for indemnification pursuant to indemnificationParagraph 2 is made after a Change of Control, including providing at the election of the Indemnitee made in writing to the Corporation, the determination required to be made pursuant to Paragraph 7(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Paragraph 7(c). The Independent Counsel shall be selected by the Board of Directors. Indemnitee may, within 10 days after written notice of selection shall have been given, deliver to the Corporation, a written objection to such personselection. Absent a timely objection, persons the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn. If, within 20 days after submission by Indemnitee of a written request for Independent Counsel, no Independent Counsel shall have been selected and not objected to, either the Corporation or entity upon Indemnitee may petition any court of competent jurisdiction 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 so appointed shall act as Independent Counsel under Paragraph 7(c) hereof. The Corporation shall pay any and all reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure fees and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably expenses of Independent Counsel incurred by the Indemnitee such Independent Counsel in so cooperating shall be borne by the Corporation (irrespective of the determination as connection with acting pursuant to the Indemnitee’s entitlement to indemnificationParagraph 7(c) hereof, and the Corporation hereby indemnifies shall pay all reasonable fees and expenses incident to the Indemnitee therefromprocedures of this Paragraph 7(c), regardless of the manner in which such Independent Counsel was selected or appointed.

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by such Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, in addition thereto, such Pledgor shall (to the extent provided below) take, or, in the case of Section 3.2(a)(v), authorize the Pledgee to take, the Indemnitee following actions as set forth below (as promptly as practicable and, in any event, within 30 days after it obtains such Collateral) for the benefit of the Pledgee and the Secured Creditors: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation), such Pledgor shall submit deliver such Certificated Security to the Corporation Pledgee with powers executed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a written requestClearing Corporation), including such Pledgor shall cause the issuer of such Uncertificated Security (or, in the case of an issuer that is not a Subsidiary of such request Pledgor, will use reasonable efforts to cause such documentation issuer) to duly authorize and information as is reasonably available execute, and deliver to the Indemnitee Pledgee, an agreement for the benefit of the Pledgee and is reasonably necessary the other Secured Creditors substantially in the form of Annex G hereto (appropriately completed to determine whether the reasonable satisfaction of the Pledgee and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any with such indemnification or advancement of Expenses modifications, if any, as shall be made promptlyreasonably satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), such Pledgor shall promptly notify the Pledgee thereof and shall promptly take all actions required (i) to comply in all material respects with the applicable rules of such Clearing Corporation and (ii) to perfect the security interest of the Pledgee under applicable law (including, in any event within 20 days after receipt by the Corporation of the written request of the Indemniteeevent, unless the Corporation determines within such 20under Sections 9-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”314(a), whether or not a quorum, (b) and (c), 9-106 and 8-106(d) of the UCC). Such Pledgor further agrees to take such actions as the Pledgee deems reasonably necessary to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Interest credited on the books of a Clearing Corporation), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a committee certificate and is a Security for purposes of disinterested directors designated the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a majority vote of disinterested directors, whether certificate or is not a quorumSecurity for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof; and (v) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof which are not released to such Pledgor in accordance with Section 6 hereof, (ci) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) establishment by the stockholders Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall have exclusive and absolute control and dominion (and at any time any Default or Event of Default is in existence and continuing no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the CorporationPledgee) and (ii) deposit of such cash in such cash account. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that In addition to the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed actions required to be intaken pursuant to Section 3.2(a) hereof, or not opposed to, each Pledgor shall take the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Collateral: (i) with respect to indemnificationall Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing or under the laws of any relevant State other than the State of New York), such Pledgor shall take all actions as may be reasonably requested from time to time by the Pledgee so that “control” of such personCollateral is obtained and at all times held by the Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant states, persons or entity upon reasonable advance request any documentation or information covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee has a security interest in all Collateral which is not privileged or otherwise protected from disclosure and which is reasonably available perfected by the filing of such financing statements (in each case to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred maximum extent perfection by filing may be obtained under the Indemnitee in so cooperating shall be borne by the Corporation (irrespective laws of the determination as to relevant states, including, without limitation, Section 9-312(a) of the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromUCC).

Procedures. (a) In order to obtain indemnification or advancement the event of Expenses pursuant to this Agreement, the Indemnitee shall submit delivery to the Corporation of a written requestconsent or consents purporting to authorize or take corporate action and/or related revocations (each such written consent and related revocation is referred to in this Article II as a "Consent"), including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 days after receipt by the Corporation of the written request of the Indemnitee, unless the Corporation determines within such 20-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors Secretary of the Corporation consisting shall provide for the safe-keeping of persons who are not at such Consent and shall promptly conduct such ministerial review of the sufficiency of the consents and of the validity of the action to be taken by stockholder consent as he deems necessary or appropriate including, determining whether the holders of shares having the requisite voting power to authorize or take the action specified in the Consent have given consent; PROVIDED, HOWEVER, that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so directcorporate action to which the Consent relates is the removal or replacement of one or more members of the Board, the Secretary of the Corporation shall designate two persons, who may not be members of the Board, to serve as Inspectors with respect to such Consent and such Inspectors shall discharge the functions of the Secretary of the Corporation under this Section 3. If after such investigation the Secretary or the Inspectors (as the case may be) shall determine that the Consent is valid and that the action purported to be authorized or taken has been validly authorized, that fact shall be noted on the records of the Corporation kept for the purpose of recording the proceedings of meetings of stockholders, and the Consent shall be filed in such records, at which time the Consent shall become effective as stockholder action. In conducting the investigation required by independent legal counsel this Section 3, the Secretary or the Inspectors (who as the case may be) may, to at the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporation. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests expense of the Corporation, andretain special legal counsel and other necessary or appropriate professional advisors, with respect and such other personnel as they may deem necessary or appropriate, to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawfulassist them. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order Any amount payable to obtain indemnification or advancement of Expenses a Tax Indemnitee pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses paragraph (b) shall be made promptly, and in any event paid within 20 30 days after receipt of a written demand therefor from such Tax Indemnitee accompanied by a written statement describing in reasonable detail the basis for such indemnity and the computation of the amount so payable, provided that such amount need not be paid prior to the later of (i) the date which is 3 days prior to the date on which such Taxes are required to be paid or (ii) in the case of amounts which are being contested pursuant to paragraph (h) hereof, the time such contest (including all appeals) is finally resolved. Any amount payable to Lessee pursuant to paragraph (e) or (f) shall be paid within 30 days after the Tax Indemnitee realizes a tax benefit giving rise to a payment under paragraph (e) or receives a refund giving rise to a payment under paragraph (f), as the case may be, and shall be accompanied by a written statement by the Corporation Tax Indemnitee setting forth in reasonable detail the basis for computing the amount of such payment. Within 15 days following Lessee’s receipt of any computation from the Tax Indemnitee, Lessee may request that an accounting firm selected by Lessee and reasonably acceptable to the Tax Indemnitee determine whether such computations of the written request of the Indemnitee, unless the Corporation determines within such 20-day period that the Tax Indemnitee did not meet the applicable standard of conductare correct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, accounting firm shall be made in each instance requested to make the determination contemplated by this paragraph (ag) by a majority vote within 30 days of its selection. In the directors of the Corporation consisting of persons who event such accounting firm shall determine that such computations are not at that time parties to the Proceeding (“disinterested directors”)incorrect, whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporation. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, then such firm shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed determine what it believes to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) correct computations. The Tax Indemnitee shall cooperate with the personsuch accounting firm and supply it with all information necessary to permit it to accomplish such determination, persons or entity making provided that such determination with respect to the Indemnitee’s entitlement to indemnification, including providing accounting firm shall have entered into a confidentiality agreement reasonably satisfactory to such personTax Indemnitee. The computations of such accounting firm shall be final, persons binding and conclusive upon the parties and Lessee shall have no right to inspect the books, records or entity upon reasonable advance request tax returns of the Tax Indemnitee to verify such computation or for any documentation or information which is not privileged or otherwise protected from disclosure other purpose. All fees and which is reasonably available to expenses of the Indemnitee accounting firm payable under this Section 7.1(g) shall be borne by Lessee, provided, however, that such fees and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating expenses shall be borne by the Corporation Tax Indemnitee if the amount determined by such firm is (irrespective 1) in the case of any amount payable by Lessee, less than the amount determined by the Tax Indemnitee by 5% of the determination as to amount determined by such firm, and (2) in the case of any amount payable by the Tax Indemnitee’s entitlement to indemnification) and , more than the Corporation hereby indemnifies amount determined by the Tax Indemnitee therefromby 5% of the amount determined by such firm.

Procedures. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (a10) In order business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to obtain indemnification be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which it gives such notice to the Company (or advancement such shorter period ending on the date that any payment of Expenses pursuant taxes with respect to this Agreementsuch claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Indemnitee Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall submit reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Corporation Company; (iii) cooperate with the Company in good faith in order effectively to contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses incurred in connection with such contest (including payment as incurred of the fees and expenses of counsel selected by the Executive to represent him personally in connection with such contest) and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax imposed as a written requestresult of such representation and payment of costs and expenses. Without limiting the foregoing provisions of this Section 11, including the Company shall control all proceedings taken in connection with such request contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such documentation claim and information as is reasonably available may, at its sole option, either direct the Executive to pay the Indemnitee tax claimed and is reasonably necessary to determine whether and to what extent xxx for a refund or contest the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptlyclaim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in any event within 20 days after receipt by a court of initial jurisdiction and in one or more appellate courts, as the Corporation of the written request of the IndemniteeCompany shall determine; provided, unless the Corporation determines within such 20-day period however, that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who mayCompany directs the Executive to pay such claim and xxx for a refund, to the extent permitted by applicable law, be regular legal counsel the Company shall advance the amount of such payment to the Corporation) in a written opinionExecutive on an interest-free basis (which shall offset, or (d) by to the stockholders extent thereof, the amount of the Corporation. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed Gross-Up Payment required to be inpaid) and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or not opposed to, the best interests of the Corporation, and, income tax imposed with respect to such advance or with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination imputed income with respect to such advance; and provided further that any extension of the Indemniteestatute of limitations relating to payment of taxes for the Executive’s entitlement taxable year with respect to indemnification, including providing which such contested amount is claimed to be due is limited solely to such personcontested amount. Furthermore, persons the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or entity upon reasonable advance request contest, as the case may be, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred other issue raised by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromInternal Revenue Service or any other taxing authority.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this To the extent permitted by the Intercreditor Agreement, the Indemnitee shall submit to the Corporation a written requestextent that the Pledgors at any time or from time to time own, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification acquire or advancement of Expenses. Any such indemnification obtain any right, title or advancement of Expenses shall be made promptly, and interest in any event within 20 days after receipt by the Corporation of the written request of the IndemniteeCollateral, unless the Corporation determines within such 20-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who mayCollateral shall, to the extent permitted by applicable law, automatically (and without the taking of any action by the Pledgors) be regular legal counsel pledged pursuant to Section 3.1 of this Agreement and, in addition thereto, the Pledgors shall (to the extent provided below) take, or, in the case of Section 3.2(a)(iv), authorize the Collateral Agent to take the following actions as set forth below (as promptly as practicable and, in any event, within 30 days after it obtains such Collateral) for the benefit of the Collateral Agent and the Debentureholders: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation), the Pledgors shall deliver such Certificated Security to the Collateral Agent with stock powers executed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), the Pledgors shall cause the issuer of such Uncertificated Security to duly authorize and execute, and deliver to the Collateral Agent, an agreement for the benefit of the Collateral Agent on behalf of the Debentureholders substantially in the form of Annex D hereto (appropriately completed to the reasonable satisfaction of the Collateral Agent and with such modifications, if any, as shall be reasonably satisfactory to the Collateral Agent) pursuant to which such issuer agrees during the continuance of any Event of Default to comply with any and all instructions originated by the Collateral Agent without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security or Uncertificated Security that is a Security credited on the books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the Pledgors shall promptly notify the Collateral Agent thereof and shall promptly take all actions required (i) to comply in all material respects with the applicable rules of such Clearing Corporation and (ii) to perfect the security interest of the Collateral Agent under applicable law (including, in any event, under Sections 9-314(a), (b) and (c), 9-106 and 8-106(d) of the UCC). The Pledgors further agree to take such actions as the Collateral Agent deems reasonably necessary to effect the foregoing; and (iv) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof which are not released to the Pledgors in accordance with Section 6 hereof, the Pledgors shall (i) establish, for the benefit of the Debentureholders, a cash account in the name of the applicable Pledgor or Pledgors over which the Collateral Agent shall have exclusive and absolute control and dominion (and no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the Collateral Agent) and (ii) deposit such cash in such cash account, in each case as promptly as practicable and, in any event, within 30 days after it obtains such cash proceeds; provided that until the Discharge of First-Lien Credit Agreement Obligations (as defined in the Intercreditor Agreement) shall have occurred, any cash proceeds from the Collateral received by the Collateral Agent shall be distributed to the First-Lien Collateral Agent to be held in a written opinion, or (d) by cash account over which such First-Lien Collateral Agent shall have exclusive and absolute control and dominion pursuant to the stockholders terms of the CorporationFirst-Lien Security Agreement. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that In addition to the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed actions required to be in, or not opposed totaken pursuant to Section 3.2(a) hereof, the best interests of Pledgors shall take the Corporation, and, following additional actions with respect to the Collateral to the extent permitted under the Intercreditor Agreement: (i) with respect to all Collateral of the Pledgors whereby or with respect to which the Collateral Agent may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any criminal Proceedingprovision of the UCC as the same may be amended or supplemented from time to time, had reasonable or under the laws of any relevant State other than the State of New York), the Pledgors shall take all actions as may be reasonably requested from time to time by the Collateral Agent so that “control” of such Collateral is obtained and at all times held by the Collateral Agent; and (ii) the Pledgors shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant states and any other relevant jurisdictions, covering all Collateral hereunder (with the form of such financing statements to believe be satisfactory to the Collateral Agent), to be filed in the relevant filing offices so that his or her conduct was unlawfulat all times the Collateral Agent has a security interest in all Collateral which is perfected by the filing of such financing statements (in each case to the maximum extent perfection by filing may be obtained under the laws of the relevant states, including, without limitation, Section 9-312(a) of the UCC). (c) The Indemnitee Pledgor shall cooperate deliver to the Collateral Agent, for the benefit of the Debentureholders, contemporaneously with the personexecution hereof, persons executed instruments of transfer or entity making such determination assignment with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information original Trico Supply Intercompany Loan Documentation (which is not privileged or otherwise protected from disclosure shall be held and which is reasonably available only exercised pursuant to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective terms of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromIntercreditor Agreement).

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying Person of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or advancement otherwise protect against any such Claim with legal counsel of Expensesits own selection, reasonably satisfactory to the indemnified Person. Any The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such indemnification Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or advancement delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of Expenses a Claim shall not be made promptlyobligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in any event within 20 days after receipt by the Corporation of the written request of the Indemniteeall reasonable ways with, unless the Corporation determines within such 20-day period that the Indemnitee did not meet the applicable standard of conduct. Such determinationmake their relevant files and records available for inspection and copying by, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether make their employees available or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporation. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed otherwise render reasonable assistance to, the best interests indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the Corporation, and, indemnified Person as against any other Persons with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred Loss paid by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromindemnifying Person under this Section.

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by such Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, in addition thereto, such Pledgor shall (to the extent provided below) take, or, in the case of Section 3.2(a)(v), authorize the Pledgee to take, the Indemnitee shall submit following actions as set forth below (as promptly as practicable and, in any event, within 30 days after it obtains such Collateral) for the benefit of the Pledgee and the Secured Creditors, all subject to the Corporation terms of the Secondary Intercreditor Agreement: (i) with respect to a written requestCertificated Security (other than a Certificated Security credited on the books of a Clearing Corporation), including in such request Pledgor shall deliver such documentation and information as is reasonably available Certificated Security to the Indemnitee Pledgee with powers executed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), such Pledgor shall cause the issuer of such Uncertificated Security (or, in the case of an issuer that is not a Subsidiary of such Pledgor, will use reasonable efforts to cause such issuer) to duly authorize and is reasonably necessary execute, and deliver to determine whether the Pledgee, an agreement for the benefit of the Pledgee and the other Secured Creditors substantially in the form of Annex G hereto (appropriately completed to what extent the Indemnitee is entitled to indemnification or advancement reasonable satisfaction of Expenses. Any the Pledgee and with such indemnification or advancement of Expenses modifications, if any, as shall be made promptlyreasonably satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), such Pledgor shall promptly notify the Pledgee thereof and shall promptly take all actions required (i) to comply in all material respects with the applicable rules of such Clearing Corporation and (ii) to perfect the security interest of the Pledgee under applicable law (including, in any event within 20 days after receipt by the Corporation of the written request of the Indemniteeevent, unless the Corporation determines within such 20under Sections 9-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”314(a), whether or not a quorum, (b) and (c), 9-106 and 8-106(d) of the UCC). Such Pledgor further agrees to take such actions as the Pledgee deems reasonably necessary to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Interest credited on the books of a Clearing Corporation), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a committee certificate and is a Security for purposes of disinterested directors designated the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a majority vote of disinterested directors, whether certificate or is not a quorumSecurity for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof; and (v) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof which are not released to such Pledgor in accordance with Section 6 hereof, (ci) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) establishment by the stockholders Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall have exclusive and absolute control and dominion (and at any time any Default or Event of Default is in existence and continuing no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the CorporationPledgee) and (ii) deposit of such cash in such cash account. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that In addition to the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed actions required to be intaken pursuant to Section 3.2(a) hereof, or not opposed to, each Pledgor shall take the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Collateral, all subject to indemnificationthe terms of the Secondary Intercreditor Agreement: (i) with respect to all Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing or under the laws of any relevant State other than the State of New York), such Pledgor shall take all actions as may be reasonably requested from time to time by the Pledgee so that “control” of such personCollateral is obtained and at all times held by the Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant states, persons or entity upon reasonable advance request any documentation or information covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee has a security interest in all Collateral which is not privileged or otherwise protected from disclosure and which is reasonably available perfected by the filing of such financing statements (in each case to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred maximum extent perfection by filing may be obtained under the Indemnitee in so cooperating shall be borne by the Corporation (irrespective laws of the determination as to relevant states, including, without limitation, Section 9-312(a) of the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromUCC).

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by such Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, in addition thereto, such Pledgor shall (to the extent provided below) take, or, in the case of Section 3.2(a)(v), authorize the Pledgee to take, the Indemnitee following actions as set forth below (as promptly as practicable and, in any event, within 30 days after it obtains such Collateral) for the benefit of the Pledgee and the Secured Creditors: (i) with respect to a Certificated Security, such Pledgor shall submit deliver such Certificated Security to the Corporation Pledgee with powers executed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a written requestClearing Corporation), including such Pledgor shall cause the issuer of such Uncertificated Security (or, in the case of an issuer that is not a Subsidiary of such request Pledgor, will use reasonable efforts to cause such documentation issuer) to duly authorize and information as is reasonably available execute, and deliver to the Indemnitee Pledgee, an agreement for the benefit of the Pledgee and is reasonably necessary the other Secured Creditors substantially in the form of Annex G hereto (appropriately completed to determine whether the reasonable satisfaction of the Pledgee and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any with such indemnification or advancement of Expenses modifications, if any, as shall be made promptlyreasonably satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), such Pledgor shall promptly notify the Pledgee thereof and shall promptly take all actions required (i) to comply in all material respects with the applicable rules of such Clearing Corporation and (ii) to perfect the security interest of the Pledgee under applicable law (including, in any event within 20 days after receipt by the Corporation of the written request of the Indemniteeevent, unless the Corporation determines within such 20under Sections 9-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”314(a), whether or not a quorum, (b) and (c), 9-106 and 8-106(d) of the UCC). Such Pledgor further agrees to take such actions as the Pledgee deems reasonably necessary to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Interest credited on the books of a Clearing Corporation), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a committee certificate and is a Security for purposes of disinterested directors designated the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a majority vote of disinterested directors, whether certificate or is not a quorumSecurity for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof; and (v) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof which are not released to such Pledgor in accordance with Section 6 hereof, (ci) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) establishment by the stockholders Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall have exclusive and absolute control and dominion (and no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the CorporationPledgee) and (ii) deposit of such cash in such cash account. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that In addition to the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed actions required to be intaken pursuant to Section 3.2(a) hereof, or not opposed to, each Pledgor shall take the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Collateral: (i) with respect to indemnificationall Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing or under the laws of any relevant State other than the State of New York), such Pledgor shall take all actions as may be reasonably requested from time to time by the Pledgee so that “control” of such personCollateral is obtained and at all times held by the Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant states, persons or entity upon reasonable advance request any documentation or information covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee has a security interest in all Collateral which is not privileged or otherwise protected from disclosure and which is reasonably available perfected by the filing of such financing statements (in each case to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred maximum extent perfection by filing may be obtained under the Indemnitee in so cooperating shall be borne by the Corporation (irrespective laws of the determination as to relevant states, including, without limitation, Section 9-312(a) of the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromUCC).

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by such Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, the Indemnitee shall submit in addition thereto (but subject to the Corporation a written requestterms of the Intercreditor Agreement), including in such request such documentation and information as is reasonably available Pledgor shall (to the Indemnitee extent provided below and is reasonably necessary not inconsistent with the terms of the Intercreditor Agreement) take the following actions with respect to determine whether such Collateral as set forth below (as promptly as practicable and, in any event, within 10 days after it obtains such Collateral) for the benefit of the Pledgee and the other Secured Creditors: (i) with respect to what extent a Certificated Security (other than a Certificated Security credited on the Indemnitee is entitled books of a Clearing Corporation or Securities Intermediary), such Pledgor shall physically deliver such Certificated Security to indemnification the Pledgee, endorsed to the Pledgee or advancement endorsed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of Expenses. Any a Clearing Corporation or Securities Intermediary), such indemnification or advancement Pledgor shall cause the issuer of Expenses such Uncertificated Security to duly authorize, execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the other Secured Creditors substantially in the form of Annex H hereto (appropriately completed to the satisfaction of the Pledgee and with such modifications, if any, as shall be made promptlysatisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), such Pledgor shall promptly notify the Pledgee thereof and shall promptly take (x) all actions required (i) to comply with the applicable rules of such Clearing Corporation or Securities Intermediary and (ii) to perfect the security interest of the Pledgee under applicable law (including, in any event within 20 days after receipt by the Corporation of the written request of the Indemniteeevent, unless the Corporation determines within such 20under Sections 9-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”314(a), whether or not a quorum, (b) and (c), 9-106 and 8-106(d) of the UCC) and (y) such other actions as the Pledgee deems necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a committee certificate and is a Security for purposes of disinterested directors designated the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a majority vote of disinterested directors, whether certificate or is not a quorumSecurity for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof; (v) with respect to any Note, physical delivery of such Note to the Pledgee, endorsed in blank, or, at the request of the Pledgee, endorsed to the Pledgee; and (vi) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof, (ci) if there are no disinterested directorsestablishment by the Pledgee, upon a Specified Default or if Event of Default, of a cash account in the disinterested directors so direct, by independent legal counsel name of such Pledgor over which the Pledgee shall (who may, to the extent permitted not inconsistent with the Intercreditor Agreement) have “control” within the meaning of the UCC and from which no withdrawals or transfers may be made by applicable law, be regular legal counsel any Person except with the prior written consent of the Pledgee (subject to the Corporation) in a written opinion, or (d) by the stockholders terms of the CorporationIntercreditor Agreement) and (ii) deposit of such cash in such cash account. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that In addition to the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed actions required to be intaken pursuant to Section 3.2(a) hereof, or not opposed to, each Pledgor shall take the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Collateral: (i) with respect to indemnificationall Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing to or under the laws of any relevant State other than the State of New York), 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 Pledgor shall take all actions (to the Indemnitee and extent not inconsistent with the Intercreditor Agreement) as may be reasonably necessary requested from time to such determination. Any Expenses actually and reasonably incurred time by the Indemnitee in Pledgee so cooperating shall be borne that “control” of such Collateral is obtained and at all times held by the Corporation Pledgee; and (irrespective ii) each Pledgor shall from time to time cause appropriate financing statements (on appropriate forms) under the Uniform Commercial Code as in effect in the various relevant States, covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee’s security interest in all Investment Property and other Collateral which can be perfected by the filing of such financing statements (in each case to the maximum extent perfection by filing may be obtained under the laws of the determination as to relevant States, including, without limitation, Section 9-312(a) of the Indemnitee’s entitlement to indemnificationUCC) and the Corporation hereby indemnifies the Indemnitee therefromis so perfected.

Procedures. In the event that any Casualty results in non-structural damage to the Leased Property in excess of FIFTY THOUSAND DOLLARS ($50,000) or in any structural damage to the Leased Property, regardless of the extent of such structural damage, prior to commencing the Work, Lessee shall comply with the following requirements: (a) In order Lessee shall furnish to obtain indemnification or advancement of Expenses Lessor complete plans and specifications for the Work (collectively and as the same may be modified and amended from time to time pursuant to this Agreementthe terms hereof, the Indemnitee "Plans and Specifications"), for Lessor's approval, in each instance, which approval shall submit not be unreasonably withheld. The Plans and Specifications shall bear the signed approval thereof by an architect, licensed to do business in the Corporation State, reasonably satisfactory to Lessor (in the event Lessor reasonably determines that the Work is of a nature for which the involvement of an architect is appropriate) and shall be accompanied by a written requestestimate from the architect, including in such request such documentation and information as is reasonably available to bearing the Indemnitee and is reasonably necessary to determine whether and to what extent architect's seal, of the Indemnitee is entitled to indemnification or advancement entire cost of Expenses. Any such indemnification or advancement of Expenses shall be made promptlycompleting the Work, and in any event within 20 days after receipt by the Corporation of the written request of the Indemnitee, unless the Corporation determines within such 20-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable lawfeasible, the Plans and Specifications shall provide for Work of such nature, quality and extent, that, upon the completion thereof, the Leased Property shall be regular legal counsel at least equal in value and general utility to its value and general utility prior to the Corporation) in a written opinionCasualty and shall be adequate to operate the Leased Property for the Primary Intended Use and, or (d) by if applicable, the stockholders of the Corporation.Other Permitted Uses; (b) The termination Lessee shall furnish to Lessor certified or photostatic copies of any Proceeding all Permits and Contracts required by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that all applicable Legal Requirements in connection with the Indemnitee did not act in good faith commencement and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests conduct of the Corporation, and, with respect Work to any criminal Proceeding, had reasonable cause the extent the same can be secured in the ordinary course prior to believe that his or her conduct was unlawful.the commencement of construction; (c) The Indemnitee Lessee shall cooperate with furnish to Lessor a cash deposit or a payment and performance bond sufficient to pay for completion of and payment for the personWork in an amount not less than the architect's estimate of the entire cost of completing the Work, persons or entity making less the amount of property insurance proceeds (net of costs and expenses incurred by Lessor in collecting the same), if any, then held by Lessor and which Lessor shall be required to apply toward restoration of the Leased Property as provided in Section 13.2; (d) Lessee shall furnish to Lessor such determination insurance with respect to the Indemnitee’s entitlement Work (in addition to indemnification, including providing to the insurance required under Section 12.1 hereof) in such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure amounts and which in such forms as is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred required by the Indemnitee in so cooperating Lessee; and (e) Lessee shall be borne by the Corporation (irrespective not commence any of the determination Work until Lessee shall have complied with the requirements set forth in clauses (a) through (d) immediately above, as applicable, and, thereafter, Lessee shall perform the Work diligently, in a good and workmanlike fashion and in good faith in accordance with (i) the Plans and Specifications referred to in clause (a) immediately above, (ii) the Indemnitee’s entitlement Permits and Contracts referred to indemnificationin clause (b) immediately above and (iii) all applicable Legal Requirements and other requirements of this Lease; provided, however, that in the event of a bona fide emergency during which Lessee is unable to contact the appropriate representatives of Lessor, Lessee may commence such Work as may be necessary in order to address such emergency without Lessor's prior approval, as long as Lessee immediately thereafter advises Lessor of such emergency and the Corporation hereby indemnifies nature and scope of the Indemnitee therefromWork performed and obtains Lessor's approval of the remaining Work to be completed.

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by the respective Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, the Indemnitee in addition thereto, such Pledgor shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 days after receipt by the Corporation of the written request of the Indemnitee, unless the Corporation determines within such 20-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable lawprovided below) take the following actions as set forth below (as promptly as practicable and, be regular legal counsel in any event, within 10 days after it obtains such Collateral) for the benefit of the Pledgee and the Secured Creditors: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation), the respective Pledgor shall physically deliver such Certificated Security to the Pledgee, indorsed to the Pledgee or indorsed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), the respective Pledgor shall cause the issuer of such Uncertificated Security to duly authorize and execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the Secured Creditors substantially in the form of Annex G hereto (appropriately completed to the satisfaction of the Pledgee and with such modifications, if any, as shall be satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the respective Pledgor shall promptly notify the Pledgee thereof and shall promptly take all actions required (i) to comply with the applicable rules of such Clearing Corporation and (ii) to perfect the security interest of the Pledgee under applicable law (including, in a written opinionany event, or under Sections 9-115 (4)(a) and (b), 9-115 (1)(e) and 8-106 (d) of the UCC). The Pledgor further agrees to take such actions as the Pledgee deems necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Interest credited on the books of a Clearing Corporation), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate, the procedure set forth in Section 3.2(a)(ii) hereof; (v) with respect to any Note, physical delivery of such Note to the Pledgee, indorsed to the Pledgee or indorsed in blank; and (vi) with respect to cash, (i) establishment by the stockholders Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall have exclusive and absolute control and dominion (and no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the CorporationPledgee) and (ii) deposit of such cash in such cash account. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that In addition to the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed actions required to be intaken pursuant to proceeding Section 3.2(a) hereof, or not opposed to, each Pledgor shall take the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Securities and Collateral (as defined below): (i) with respect to indemnificationall Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain "control" thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing or under the laws of any relevant State other than the State of New York), the respective Pledgor shall take all actions as may be requested from time to time by the Pledgee so that "control" of such personCollateral is obtained and at all times held by the Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant States, persons or entity upon reasonable advance request any documentation or information on form covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee has a security interest in all Investment Property and other Collateral which is not privileged or otherwise protected from disclosure and which is reasonably available perfected by the filing of such financing statements (in each case to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred maximum extent perfection by filing may be obtained under the Indemnitee in so cooperating shall be borne by the Corporation (irrespective laws of the determination as to relevant States, including, without limitation, Section 9-115(4)(b) of the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromUCC).

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation Bank a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 60 days after receipt by the Corporation Bank of the written request of the Indemnitee, subject to the provisions of Paragraph 7(b) and 7(c) below. (b) With respect to requests under Paragraph 2, indemnification shall be made unless the Corporation Bank determines within such 20-day period that the Indemnitee did has not meet met the applicable standard of conductconduct set forth in Paragraph 2. Such determinationAny determination as to whether Indemnitee has met the applicable standard of conduct set forth in Paragraph 2, and any determination that Expenses that have been advanced Expenses pursuant to Paragraph 6 must be subsequently repaid to the CorporationBank, shall be made in each instance (ai) if there are two or more Disinterested Directors, by the Board of Directors by a majority vote of all the directors Disinterested Directors, a majority of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not whom shall for such purpose constitute a quorum, (b) or by a majority of the members of a committee of disinterested directors designated two or more Disinterested Directors appointed by a majority vote of disinterested directorssuch vote; (ii) by special legal counsel (A) selected in the manner prescribed in clause (i), whether or not a quorum, (cB) if there are no disinterested directorsfewer than two Disinterested Directors, or if the disinterested selected by Board of Directors, in which selection directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, do not qualify as Disinterested Directors may participate or (diii) by the stockholders shareholders of the Corporation. Bank (bbut shares owned by or voted under the control of a director who at the time does not qualify as a Disinterested Director may not be voted on the determination). Any such determination shall be made within the 60-day period referred to in Paragraph 7(a) The termination (unless extended by mutual agreement by the Bank and Indemnitee). For the purpose of any Proceeding by judgmentthe foregoing determination with respect to requests under Paragraph 2 or repayment of advanced Expenses, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, the Indemnitee shall not, of itself, create be entitled to a presumption that he or she has met the Indemnitee did not act applicable standard of conduct set forth in good faith and in a manner Paragraph 2. The Bank acknowledges that the Indemnitee reasonably believed may settle a Proceeding in order to be inavoid expense, delay, distraction, disruption and uncertainty and that, therefore, any such settlement (with or without payment of money or other consideration) shall not opposed to, in and of itself overcome the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawfulpresumption set forth above. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect Notwithstanding anything to the Indemnitee’s entitlement contrary set forth in this Agreement, if a request for indemnification pursuant to indemnificationParagraph 2 is made after a Change of Control, including providing at the election of the Indemnitee made in writing to the Bank, any determination required to be made pursuant to Paragraph 7(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Paragraph 7(c). The Independent Counsel shall be selected by the Board of Directors. Indemnitee may, within 10 days after written notice of selection shall have been given, deliver to the Bank, a written objection to such personselection. Absent a timely objection, persons the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn. If, within 20 days after submission by Indemnitee of a written request for Independent Counsel, no Independent Counsel shall have been selected and not objected to, either the Bank or entity upon Indemnitee may petition any court of competent jurisdiction 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 so appointed shall act as Independent Counsel under Paragraph 7(c) hereof. The Bank shall pay any and all reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure fees and which is reasonably available expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Paragraph 7(c) hereof, and the Bank shall pay all reasonable fees and expenses incident to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective procedures of this Paragraph 7(c), regardless of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrommanner in which such Independent Counsel was selected or appointed.

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by the respective Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, the Indemnitee in addition thereto, such Pledgor shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 days after receipt by the Corporation of the written request of the Indemnitee, unless the Corporation determines within such 20-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable lawprovided below) take the following actions as set forth below (as promptly as practicable and, be regular legal counsel in any event, within 10 days after it obtains such Collateral) for the benefit of the Pledgee and the Secured Creditors: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation), the respective Pledgor shall deliver such Certificated Security to the Pledgee, indorsed to the Pledgee or indorsed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), the respective Pledgor shall cause the issuer of such Uncertificated Security (or, in the case of an issuer that is not a Subsidiary of such Pledgor, will use reasonable efforts to cause such issuer) to duly authorize and execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the Secured Creditors substantially in a written opinionthe form of Annex H hereto (appropriately completed to the satisfaction of the Pledgee and with such modifications, or (dif any, as shall be satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the stockholders Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the respective Pledgor shall promptly notify the Pledgee thereof and shall promptly take all actions required (i) to comply with the applicable rules of such Clearing Corporation and (ii) to perfect the security interest of the Pledgee under applicable law (including, in any event, under Sections 9-314(a) and (c), 9-106 and 8-106(d) of the UCC). The Pledgor further agrees to take such actions as the Pledgee deems necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Interest credited on the books of a Clearing Corporation), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate or is a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate or is not a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof; (v) with respect to any Note, physical delivery of such Note to the Pledgee, indorsed to the Pledgee or indorsed in blank; and (vi) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof (except as may otherwise be provided in the Credit Agreement or U.S. Security Agreement), (i) establishment by the Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall have exclusive and absolute control and dominion (and no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the Pledgee) and (ii) deposit of such cash in such cash account. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that In addition to the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed actions required to be intaken pursuant to preceding Section 3.2(a), or not opposed to, each Pledgor shall take the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Securities and Collateral: (i) with respect to indemnificationall Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing or under the laws of any relevant State other than the State of New York), the respective Pledgor shall take all actions as may be requested from time to time by the Pledgee so that “control” of such personCollateral is obtained and at all times held by the Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant States, persons or entity upon reasonable advance request any documentation or information covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee has a security interest in all Investment Property and other Collateral which is not privileged or otherwise protected from disclosure and which is reasonably available perfected by the filing of such financing statements (in each case to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred maximum extent perfection by filing may be obtained under the Indemnitee in so cooperating shall be borne by the Corporation (irrespective laws of the determination as to relevant States, including, without limitation, Section 9-312 of the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromUCC).

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation Bank a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 60 days after receipt by the Corporation Bank of the written request of the Indemnitee, subject to the provisions of Paragraph 7(b) and 7(c) below. (b) With respect to requests under Paragraph 2, indemnification shall be made unless the Corporation Bank determines within such 20-day period that the Indemnitee did has not meet met the applicable standard of conductconduct set forth in Paragraph 2. Such determinationAny determination as to whether Indemnitee has met the applicable standard of conduct set forth in Paragraph 2, and any determination that Expenses that have been advanced Expenses pursuant to Paragraph 6 must be subsequently repaid to the CorporationBank, shall be made in each instance (ai) if there are two or more Disinterested Directors, by the Board of Directors by a majority vote of all the directors Disinterested Directors, a majority of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not whom shall for such purpose constitute a quorum, (b) or by a majority of the members of a committee of disinterested directors designated two or more Disinterested Directors appointed by a majority vote of disinterested directorssuch vote; (ii) by special legal counsel (A) selected in the manner prescribed in clause (i), whether or not a quorum, (cB) if there are no disinterested directorsfewer than two Disinterested Directors, or if the disinterested selected by Board of Directors, in which selection directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, do not qualify as Disinterested Directors may participate or (diii) by the stockholders shareholders of the Corporation. Bank (bbut shares owned by or voted under the control of a director who at the time does not qualify as a Disinterested Director may not be voted on the determination). Any such determination shall be made within the 60-day period referred to in Paragraph 7(a) The termination (unless extended by mutual agreement by the Bank and Indemnitee). For the purpose of any Proceeding by judgmentthe foregoing determination with respect to requests under Paragraph 2 or repayment of advanced Expenses, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, the Indemnitee shall not, of itself, create be entitled to a presumption that he or she has met the Indemnitee did not act applicable standard of conduct set forth in good faith and in a manner Paragraph 2. The Bank acknowledges that the Indemnitee reasonably believed may settle a Proceeding in order to be inavoid expense, delay, distraction, disruption and uncertainty and that, therefore, any such settlement (with or without payment of money or other consideration) shall not opposed to, in and of itself overcome the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawfulpresumption set forth above. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect Notwithstanding anything to the Indemnitee’s entitlement contrary set forth in this Agreement, if a request for indemnification pursuant to indemnificationParagraph 2 is made after a Change of Control, including providing at the election of the Indemnitee made in writing to the Bank, any determination made pursuant to Paragraph 7(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Paragraph 7(c). The Independent Counsel shall be selected by the Board of Directors. Indemnitee may, within 10 days after written notice of selection shall have been given, deliver to the Bank, a written objection to such personselection. Absent a timely objection, persons the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn. If, within 20 days after submission by Indemnitee of a written request for Independent Counsel, no Independent Counsel shall have been selected and not objected to, either the Bank or entity upon Indemnitee may petition any court of competent jurisdiction 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 so appointed shall act as Independent Counsel under Paragraph 7(c) hereof. The Bank shall pay any and all reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure fees and which is reasonably available expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Paragraph 7(c) hereof, and the Bank shall pay all reasonable fees and expenses incident to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective procedures of this Paragraph 7(c), regardless of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrommanner in which such Independent Counsel was selected or appointed.

Procedures. In the event that any Casualty results in non-structural damage to the Leased Property in excess of TWENTY-FIVE THOUSAND DOLLARS ($25,000) or in any structural damage to the Leased Property, regardless of the extent of such structural damage, prior to commencing the Work, the Lessee shall comply with the following requirements: (a) In order The Lessee shall furnish to obtain indemnification or advancement of Expenses pursuant to this Agreementthe Lessor complete plans and specifications for the Work (collectively, the Indemnitee "Plans and Specifications"), for the Lessor's approval, in each instance, which approval shall submit not be unreasonably withheld. The Plans and Specifications shall bear the signed approval thereof by an architect, licensed to do business in the State, reasonably satisfactory to the Corporation Lessor and shall be accompanied by a written requestestimate from the architect, including in such request such documentation and information as is reasonably available to bearing the Indemnitee and is reasonably necessary to determine whether and to what extent architect's seal, of the Indemnitee is entitled to indemnification or advancement entire cost of Expenses. Any such indemnification or advancement of Expenses shall be made promptlycompleting the Work, and in any event within 20 days after receipt by the Corporation of the written request of the Indemnitee, unless the Corporation determines within such 20-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable lawfeasible, the Plans and Specifications shall provide for Work of such nature, quality and extent, that, upon the completion thereof, the Leased Property shall be regular legal counsel at least equal in value and general utility to its value and general utility prior to the Corporation) in a written opinion, or (d) by Casualty and shall be adequate to operate the stockholders of Leased Property for the Corporation.Primary Intended Use; (b) The termination Lessee shall furnish to the Lessor certified or photostatic copies of any Proceeding all Permits and Contracts required by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that all applicable Legal Requirements in connection with the Indemnitee did not act in good faith commencement and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests conduct of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful.Work; (c) The Indemnitee Lessee shall cooperate with furnish to the personLessor a cash deposit or a payment and performance bond sufficient to pay for completion of and payment for the Work in an amount not less than the architect's estimate of the entire cost of completing the Work, persons or entity making less the amount of property insurance proceeds, if any, then held by the Lessor and which the Lessor shall be required to apply toward restoration of the Leased Property as provided in Section 13.2; (d) The Lessee shall furnish to the Lessor such determination insurance with respect to the Indemnitee’s entitlement Work (in addition to indemnification, including providing to the insurance required under Section 12.1 hereof) in such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure amounts and which in such forms as is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred required by the Indemnitee in so cooperating Lessee; and (e) The Lessee shall be borne by the Corporation (irrespective not commence any of the determination Work until the Lessee shall have complied with the requirements set forth in clauses (a) through (d) immediately above, as applicable, and, thereafter, the Lessee shall perform the Work diligently, in a good and workmanlike fashion and in good faith in accordance with (i) the Plans and Specifications referred to in clause (a) immediately above, (ii) the Indemnitee’s entitlement Permits and Contracts referred to indemnificationin clause (b) immediately above and (iii) all applicable Legal Requirements and other requirements of this Lease; provided, however, that in the event of a bona fide emergency during which the Lessee is unable to contact the appropriate representatives of the Lessor, the Lessee may commence such Work as may be necessary in order to address such emergency without the Lessor's prior approval, as long as the Lessee immediately thereafter advises the Lessor of such emergency and the Corporation hereby indemnifies nature and scope of the Indemnitee therefromWork performed and obtains the Lessor's approval of the remaining Work to be completed.

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by such Pledgor) be pledged pursuant to Section 3.1 of this Agreement and, in addition thereto, subject to any Applicable Intercreditor Agreement, the Indemnitee such Pledgor shall submit (to the extent provided below) take the following actions as set forth below (as promptly as practicable and, in any event, within 30 days after it obtains such Collateral) for the benefit of the Pledgee and the other Secured Parties: (i) with respect to a Certificated Security (other than (x) a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary or (y) a written requestCertificated Security issued by (A) any Foreign Subsidiary (other than a Canadian Subsidiary or a Subsidiary organized under the laws of Luxembourg or the United Kingdom) of the Company that is not a Material Subsidiary or (B) a Person that is not a Subsidiary and is organized under the laws of a foreign jurisdiction), including in such request Pledgor shall physically deliver such documentation and information as is reasonably available Certificated Security to the Indemnitee Pledgee, endorsed to the Pledgee or endorsed in blank; (ii) at any time after the Discharge of Fixed Asset Obligations, with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary) issued by a Subsidiary of the Company (other than any Foreign Subsidiary (other than a Canadian Subsidiary or a Subsidiary organized under the laws of Luxembourg or the United Kingdom) of the Company that is not a Material Subsidiary), such Pledgor shall cause the issuer of such Uncertificated Security to duly authorize, execute, and is reasonably necessary deliver to determine whether the Pledgee, an agreement for the benefit of the Pledgee and the other Secured Parties substantially in the form of Annex H hereto (appropriately completed to what extent the Indemnitee is entitled to indemnification or advancement reasonable satisfaction of Expenses. Any the Pledgee and with such indemnification or advancement of Expenses modifications, if any, as shall be made promptlyreasonably satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security originated by any other Person other than a court of competent jurisdiction (it being understood that the Pledgee shall not deliver any such instructions until after the occurrence and during the continuance of an Event of Default); (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest issued by a Subsidiary of the Company (other than any Foreign Subsidiary (other than a Canadian Subsidiary or a Subsidiary organized under the laws of Luxembourg or the United Kingdom) of the Company that is not a Material Subsidiary) in a Security Account or credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), such Pledgor shall promptly notify the Pledgee thereof and shall promptly use commercially reasonable efforts to take (x) all actions required (i) to comply with the applicable rules of such Clearing Corporation or Securities Intermediary and (ii) to perfect the security interest of the Pledgee under applicable law (including, in any event within 20 days after receipt by the Corporation of the written request of the Indemniteeevent, unless the Corporation determines within such 20under Sections 9-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”314(a), whether or not a quorum, (b) and (c), 9-106 and 8-106(d) of the UCC) and (y) such other actions as the Pledgee deems necessary or reasonably desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Company Interest (x) credited to a Security Account or on the books of a Clearing Corporation or Securities Intermediary or (y) issued by a committee (A) Foreign Subsidiary (other than a Canadian Subsidiary or a Subsidiary organized under the laws of disinterested directors designated Luxembourg or the United Kingdom) of the Company that is not a Material Subsidiary or (B) a Person that is not a Subsidiary and is organized under the laws of a foreign jurisdiction), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a majority vote certificate and is a Security for purposes of disinterested directorsthe UCC, whether the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a quorumcertificate and is an Uncertificated Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof; (v) with respect to any Note with a value equal to $3,000,000 or more, physical delivery of each such Note to the Pledgee, endorsed in blank, or, at the request of the Pledgee, endorsed to the Pledgee; and (vi) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof upon the occurrence and continuance of an Event of Default, upon the Pledgee’s written request, (ci) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) establishment by the stockholders Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall have “control” within the meaning of the CorporationUCC and at any time any Default or Event of Default is in existence no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the Pledgee and (ii) deposit of such cash in such cash account. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that In addition to the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed actions required to be intaken pursuant to Section 3.2(a) hereof, or not opposed toeach Pledgor shall take the following additional actions, the best interests of the Corporation, andsubject to any Applicable Intercreditor Agreement, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful.the Collateral: (ci) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to all Collateral of such Pledgor whereby or with respect to which the Indemnitee’s entitlement Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to indemnificationtime, including providing or under the laws of any relevant State other than the State of New York), such Pledgor shall take all actions requested from time to time by the Pledgee as may be necessary or reasonably advisable in the reasonable judgment of the Pledgee so that “control” of such Collateral is obtained and held by the Pledgee in accordance with Section 3.2(a) hereof; provided that within 90 days after the date hereof (or such longer period as may be agreed by the Pledgee in its sole discretion), each applicable Pledgor agrees to use commercially reasonable efforts to enter into control agreements with the relevant account bank with respect to each Securities Account that is subject to a control agreement pursuant to the Credit Agreement which control agreements shall (i) name each of the Pledgee and Bank of America, N.A. as secured parties and (ii) replace the existing control agreement with respect to such personSecurities Account; and (ii) each Pledgor shall cause, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is hereby authorizes the Pledgee to cause, appropriate financing statements (on appropriate forms) under the Uniform Commercial Code as in effect in the various relevant States, covering all Collateral hereunder (with the form of such financing statements to be reasonably available satisfactory to the Indemnitee Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee’s security interest in all Investment Property and reasonably necessary to such determination. Any Expenses actually and reasonably incurred other Collateral which can be perfected by the Indemnitee filing of such financing statements (in so cooperating shall each case to the maximum extent perfection by filing may be borne by obtained under the Corporation (irrespective laws of the determination relevant States, including, without limitation, Section 9-312(a) of the UCC) is so perfected. Notwithstanding the foregoing, if reasonably requested by any Pledgor, the Pledgee shall, at such Pledgor’s expense, make such filings as may be reasonably requested to evidence that the security interests hereunder do not attach to any property that is excluded from the Collateral pursuant to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromproviso in Section 3.1 hereof.

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by such Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, the Indemnitee shall submit in addition thereto (but subject to the Corporation a written requestterms of the Intercreditor Agreement), including in such request such documentation and information as is reasonably available Pledgor shall (to the Indemnitee extent provided below and is reasonably necessary not inconsistent with the terms of the Intercreditor Agreement) take the following actions as set forth below (as promptly as practicable and, in any event, within 10 days after it obtains such Collateral) for the benefit of the Pledgee and the other Secured Creditors: (i) with respect to determine whether a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall physically deliver such Certificated Security to the Pledgee, endorsed to the Pledgee or endorsed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall cause the issuer of such Uncertificated Security to duly authorize, execute, and deliver to what extent the Indemnitee is entitled Pledgee, an agreement for the benefit of the Pledgee and the other Secured Creditors substantially in the form of Annex G hereto (appropriately completed to indemnification or advancement the satisfaction of Expenses. Any the Pledgee and with such indemnification or advancement of Expenses modifications, if any, as shall be made promptlysatisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), such Pledgor shall promptly notify the Pledgee thereof and shall promptly take (x) all actions required (i) to comply with the applicable rules of such Clearing Corporation or Securities Intermediary and (ii) to perfect the security interest of the Pledgee under applicable law (including, in any event within 20 days after receipt by the Corporation of the written request of the Indemniteeevent, unless the Corporation determines within such 20under Sections 9-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”314(a), whether or not a quorum, (b) and (c), 9-106 and 8-106(d) of the UCC) and (y) such other actions as the Pledgee deems necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a committee certificate and is a Security for purposes of disinterested directors designated the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a majority vote of disinterested directors, whether certificate or is not a quorumSecurity for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof; (v) with respect to any intercompany Note or any other Note evidencing a principal amount in excess of $1,000,000, physical delivery of such Note to the Pledgee, endorsed in blank, or, at the request of the Pledgee, endorsed to the Pledgee; and (vi) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof which are required to be delivered to an held by the Collateral Agent pursuant to Section 6 hereof, (ci) if there are no disinterested directors, or if establishment by the disinterested directors so direct, by independent legal counsel Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall (who may, to the extent permitted not inconsistent with the Intercreditor Agreement) have “control” within the meaning of the UCC and at any time any Event of Default is in existence no withdrawals or transfers may be made by applicable law, be regular legal counsel any Person except with the prior written consent of the Pledgee (subject to the Corporation) in a written opinion, or (d) by the stockholders terms of the CorporationIntercreditor Agreement) and (ii) deposit of such cash in such cash account. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that In addition to the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed actions required to be intaken pursuant to Section 3.2(a) hereof, or not opposed to, each Pledgor shall take the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Collateral: (i) with respect to indemnificationall Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing to or under the laws of any relevant State other than the State of New York), 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 Pledgor shall take all actions (to the Indemnitee and extent not inconsistent with the Intercreditor Agreement) as may be reasonably necessary requested from time to such determination. Any Expenses actually and reasonably incurred time by the Indemnitee in Pledgee so cooperating shall be borne that “control” of such Collateral is obtained and at all times held by the Corporation Pledgee; and (irrespective ii) each Pledgor shall from time to time cause appropriate financing statements (on appropriate forms) under the Uniform Commercial Code as in effect in the various relevant States, covering all Collateral hereunder (with the form of such financing statements to be reasonably satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee’s security interest in all Investment Property and other Collateral which can be perfected by the filing of such financing statements (in each case to the maximum extent perfection by filing may be obtained under the laws of the determination as to relevant States, including, without limitation, Section 9-312(a) of the Indemnitee’s entitlement to indemnificationUCC) and the Corporation hereby indemnifies the Indemnitee therefromis so perfected.

Procedures. (a) In order to obtain Section 10.1. To the fullest extent permitted by law, the indemnification provided for in this Agreement shall be deemed mandatory. To the extent that, under applicable law, any indemnification provided for in this Agreement is treated as discretionary, any indemnification determination, unless ordered by a court or advancement of Expenses advanced pursuant to Section 8.1 of this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall may be made promptly, and in any event within 20 days after receipt by the Corporation of only as authorized in the written request of the Indemnitee, unless the Corporation determines within such 20-day period specific case upon a determination that the indemnification of Indemnitee did not meet is proper in the applicable standard of conductcircumstances. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance made: (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (di) by the stockholders of the Corporation; (ii) by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to the Proceeding; (iii) if a majority vote of a quorum of directors not parties to the Proceeding so orders, by Independent Counsel in a written opinion; or (iv) if a quorum consisting of directors who are not parties to the Proceeding cannot be obtained, by Independent Counsel in a written opinion. Notwithstanding the foregoing, if at any time during the two-year period prior to the date of any written application for indemnification submitted by Indemnitee in connection with a particular Proceeding there shall have occurred a Change of Control, the Board of Directors shall direct (unless Indemnitee otherwise agrees in writing) that the indemnification determination shall be made by Independent Counsel in a written opinion. (b) The termination Section 10.2. If the determination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel must be selected as provided in this Section 10.2. The Independent Counsel shall be selected by Indemnitee and Indemnitee must give written notice to the Corporation advising it of the Independent Counsel’s identity so selected, unless Indemnitee requests in writing that the Independent Counsel be selected by the Board of Directors. If the Independent Counsel is selected by the Board of Directors, the Corporation must given written notice to Indemnitee setting forth the identity of the Independent Counsel. In either event, Indemnitee or the Corporation, as the case may be, may, within ten (10) days after the written notice of selection is received, deliver to the other party a written objection to the selection. These objections may be asserted only on the grounds that the Independent Counsel selected does not meet the requirements of an “Independent Counsel” as defined in Article I of this Agreement, and the objection must set forth with particularity the factual basis of the assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If within twenty (20) days after submission by Indemnitee of a request for indemnification, including providing no Independent Counsel has been selected, either the Corporation or Indemnitee may petition a court with jurisdiction over the parties for resolution of the objection and/or the appointment of a person to be Independent Counsel selected by the court. Section 10.3. The Corporation agrees to pay the reasonable fees and Expenses of Independent Counsel and to fully indemnify and hold the Independent Counsel harmless against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement. Section 10.4. The Corporation must promptly advise Indemnitee in writing if a determination is made that Indemnitee is not entitled to indemnification and must include a description of the reasons or basis for denial. If it is determined Indemnitee is entitled to indemnification, the payment to Indemnitee must be made as soon as practicable but in no event more than ten (10) days after the determination. Indemnitee must reasonably cooperate with the persons making the determination and, upon request, must provide such person, persons or entity upon reasonable advance request any documentation or with documents and information (which is are not privileged or otherwise protected from disclosure and which is protected) reasonably available to the Indemnitee and reasonably necessary to such the determination. Any All Expenses actually and reasonably incurred by the Indemnitee in so cooperating with the persons making the determination shall be borne paid by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the and agrees to hold Indemnitee therefromharmless from those Expenses.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying Person of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person’s reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or advancement otherwise protect against any such Claim with legal counsel of Expensesits own selection, reasonably satisfactory to the indemnified Person. Any The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such indemnification Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or advancement delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of Expenses a Claim shall not be made promptlyobligated to pay the fees and expenses of more than one counsel (plus any local counsel) for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in any event within 20 days after receipt by the Corporation of the written request of the Indemniteeall reasonable ways with, unless the Corporation determines within such 20-day period that the Indemnitee did not meet the applicable standard of conduct. Such determinationmake their relevant files and records available for inspection and copying by, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether make their employees available or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporation. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed otherwise render reasonable assistance to, the best interests indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the Corporationlast sentence of this Section 8.03 of any related claim, andcross-complaint, with respect counterclaim or right of subrogation. In the event the indemnifying Person fails timely to any criminal Proceedingdefend, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged contest or otherwise protected from disclosure and which is reasonably available protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromsame.

Procedures. As promptly as practicable after the Effective Time, Parent and the Surviving Corporation shall cause the Agent to mail to each holder of record of Company Common Stock converted pursuant to Section 2.1(c) into the right to receive the Merger Consideration a letter of transmittal and related instructions, which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates (aor book-entry transfer of the Book-Entry Shares) In order to obtain indemnification the Agent and which shall otherwise be in customary form and shall include customary provisions (including with respect to delivery of an “agent’s message” regarding the book-entry transfer of Book-Entry Shares) for use in effecting the surrender of the Certificates and Book-Entry Shares in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Agent or advancement such other evidence, if any, of Expenses transfer as the Agent may reasonably request), the holder of such Certificate (or Book-Entry Shares, as applicable) shall be entitled to receive promptly in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate (or Book-Entry Shares, as applicable), and the Certificate (or Book-Entry Shares, as applicable) so surrendered shall forthwith be canceled. If any portion of such consideration is to be issued and paid to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Shares were registered, it shall be a condition to such issuance and payment that (1) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Book-Entry Share shall be properly transferred and (2) the Person requesting such issuance and payment shall have paid any transfer and other Taxes required by reason of the issuance and payment of such consideration to a Person other than the registered holder of such Certificate or Book-Entry Shares surrendered or shall have established to the reasonable satisfaction of the Agent and the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest. Notwithstanding anything to the contrary in this Agreement, a holder of Book-Entry Shares shall not be required to deliver a Certificate to the Agent to receive the consideration to which such holder is entitled pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including Article II in respect of such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 days after receipt by the Corporation of the written request of the Indemnitee, unless the Corporation determines within such 20Book-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the CorporationEntry Shares. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order the event that any legal proceedings shall be instituted or that any claim or demand (“claim”) shall be asserted by any person in respect of which payment may be sought under section 7.1 hereof, Employee shall reasonably and promptly cause written notice of the assertion of any claim of which it has knowledge which is covered by this indemnity to obtain indemnification be forwarded to the Company. The Company shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to Employee, and to defend against, negotiate, settle or advancement otherwise deal with any claim which relates to any losses indemnified against hereunder. If the Company elects to defend against, negotiate, settle or otherwise deal with any claim which relates to any losses indemnified against hereunder, it shall within ten (10) days (or sooner, if the nature of Expenses pursuant the claim so requires) notify employee of its intent to do so. Employee shall not be liable for any settlement of any claim effected without its prior written consent, provided, however, that such consent shall not unreasonably be withheld, delayed, or conditioned. If the Company elects not to defend against, negotiate, settle or otherwise deal with any claim which relates to any losses indemnified against hereunder, fails to notify employee of its election as herein provided or contests its obligation to indemnify Employee for such losses under this Agreement, Employee may defend against, negotiate, settle or otherwise deal with such claim. The Company shall not be liable for any settlement of any claim effected without its prior written consent, provided, however, that such consent shall not unreasonably be withheld, delayed, or conditioned. If Employee defends any claim, then the Indemnitee Company shall submit to promptly reimburse Employee for the Corporation a written requestactual expenses of defending such claim upon submission of periodic bills. If the Company shall assume the defense of any claim, including Employee may participate, at its own expense, in the defense of such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is claim; provided, however, that Employee shall be entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and participate in any event within 20 days after receipt such defense with separate counsel at the expense of the Company, if, (i) so requested by the Corporation Company to participate or (ii) in the reasonable opinion of the written request of the Indemnitee, unless the Corporation determines within such 20-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to employee, a conflict or potential conflict exists between Employee and the Corporation) Company that would make such separate representation advisable. The parties hereto agree to cooperate fully with each other in a written opinionconnection with the defense, negotiation or (d) by the stockholders settlement of the Corporationany such claim. (b) The termination After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of any Proceeding by judgment, order, settlement, conviction or upon a plea competent jurisdiction and the expiration of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act time in good faith and in a manner that the Indemnitee reasonably believed which to be inappeal therefrom, or not opposed toa settlement shall have been consummated, or Employee and the best interests of the Corporation, and, Company shall have arrived at a mutually binding agreement with respect to a claim hereunder, Employee shall forward to the Company notice of any criminal Proceeding, had reasonable cause sums due and owing by the Company pursuant to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination this Agreement with respect to such matter and the Indemnitee’s entitlement Company shall be required to indemnificationpay all of the sums so due and owing to Employee by wire transfer of immediately available funds within 10 business days after the date of such notice. The failure of Employee to give reasonably prompt notice of any claim shall not release, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged waive or otherwise protected from disclosure and which is reasonably available affect the Company’s obligations with respect thereto except to the Indemnitee extent that the Company can demonstrate actual loss and reasonably necessary to prejudice as a result of such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromfailure.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 (i) in the case of indemnification under Sections 4, 5, 8 or 9(f), 30 calendar days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, 60 calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 9(b) below. (b) With respect to requests for indemnification under Section 3, indemnification shall be made unless the Corporation determines within such 20-day period that the Indemnitee did has not meet met the applicable standard of conductconduct set forth in Section 3. Such determinationAny determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 3, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made made, in each instance the discretion of the Board of Directors of the Corporation, (a1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c3) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) Independent Counsel in a written opinionopinion to the Board, or (d4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 3 shall be made within the 60-day period referred to in clause (ii) of Section 9(a) (unless extended by mutual agreement by the Corporation and Indemnitee). (bc) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, any determination required to be made pursuant to Section 9(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 9(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable fees and expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary fees and expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (ce) For purposes of any determination under this Section 9, to the extent permitted by law Xxxxxxxxxx shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Enterprise, or on information supplied to him by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. The provisions of this Section 9(e) shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In the event that any claim or demand for which an indemnifying party would be liable to a Seller Indemnified Person or a Purchaser Indemnified Person (each, an “Indemnified Person”) hereunder is asserted against or sought to be collected from an Indemnified Person by a third party (each, an “Action”), the Indemnified Person shall promptly notify the indemnifying party of such Action (each, an “Indemnifying Person”), specifying the nature of such claim or demand in reasonable detail and the amount or the estimated amount thereof to the extent feasible, which estimate the parties hereto agree shall not be conclusive of the final amount of such claims and demand (the “Claim Notice”). Except as provided in Section 9.01 and Section 9.02, the failure to provide the Claim Notice to the Indemnifying Person promptly will not relieve the Indemnifying Person of any liability it may have to the Indemnified Person giving the Claim Notice, except to the extent that the Indemnifying Person demonstrates that the defense of such action is actually and materially prejudiced by the Indemnified Person’s failure to give such Claim Notice promptly. The Indemnifying Person shall have ten (10) Business Days from receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Person in writing whether or not the Indemnifying Person, acting reasonably and in good faith, disputes liability to the Indemnified Person hereunder with respect to such claim or demand and such notification shall provide the rationale and factual basis for any such dispute (a “Dispute Notice”). Any Dispute Notice shall be resolved by the mutual agreement of the Indemnified Person and the Indemnifying Person, by a final consent order or regulatory finding by a regulator, or by a final order, decree or judgment of a court of competent jurisdiction. The Indemnified Person hereby covenants, undertakes and agrees that if it is ultimately determined (either by mutual agreement of the parties, by a final consent order or regulatory finding by a regulator, or by such final order, decree or judgment referred to obtain indemnification in the previous sentence) that Indemnified Person was not entitled to be indemnified by the Indemnifying Person, the Indemnified Person shall reimburse the Indemnifying Person, within ten (10) Business Days of such agreement, final consent order or advancement of Expenses regulatory finding, or final order, decree or judgment, for all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Indemnifying Person in defending the related claim or demand, from the date on which the Indemnifying Person began defending such claim or demand. During any period when the Indemnifying Person has retained its own counsel in accordance with this Section 9.03(b), the Indemnified Person shall not pay, compromise or settle such Action without the Indemnifying Person’s consent, which may be granted or withheld in the Indemnifying Person’s sole discretion; provided that the Indemnified Person may nonetheless pay, compromise or settle such Action without such consent during such period, in which event it shall, automatically and without any further action on its part, waive any right (whether or not pursuant to this Agreement, the Indemnitee shall submit ) to the Corporation a written request, including indemnity in respect of all Losses relating to such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 days after receipt by the Corporation of the written request of the Indemnitee, unless the Corporation determines within such 20-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the CorporationAction. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnifying Person will be entitled to assume and control the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests defense of the CorporationAction for which indemnity is sought at its expense and through counsel of its choice, andreasonably acceptable to the Indemnified Person, if it gives notice of its intention to do so to the Indemnified Person within thirty days of the receipt of such notice from the Indemnified Person; provided that if (i) there is a material legal conflict of interest between the Indemnifying Person and the Indemnified Person, (ii) there are specific defenses available to the Indemnified Person that are different from or additional to those available to the Indemnifying Person that could be adverse to the Indemnifying Person or (iii) the Action seeks an injunction or other equitable relief against the Indemnified Person, then the Indemnified Person shall be entitled to retain its own counsel at the reasonable expense of the Indemnifying Person. If the Indemnifying Person exercises the right to undertake any such defense against any such Action as provided above, then (1) the Indemnified Person will cooperate reasonably with respect the Indemnifying Person in such defense and make available to the Indemnifying Person, at the Indemnifying Person’s reasonable expense, all witnesses, pertinent records, materials and information in the Indemnified Person’s possession or control relating thereto as is reasonably required by the Indemnifying Person and (2) any criminal Proceedingseparate counsel retained by the Indemnified Person (which shall be at the sole expense of the Indemnified Person) shall cooperate with the counsel retained by the Indemnifying Person in such defense. Similarly, had if the Indemnified Person is, directly or indirectly, conducting the defense against any such Action, then the Indemnifying Person will cooperate with the Indemnified Person in such defense and make available to the Indemnified Person, at the Indemnifying Person’s reasonable cause to believe that his expense, all such witnesses, records, materials and information in the Indemnifying Person’s possession or her conduct was unlawfulcontrol relating thereto as is reasonably required by the Indemnified Person. (c) The Indemnitee Indemnifying Person will not, without the written consent of the Indemnified Person, settle or compromise any Action or consent to the entry of any judgment or order that imposes any obligation on the Indemnified Person to take or refrain from taking any particular conduct or that does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such Action. If the Indemnifying Person, within thirty days after receipt of notice of any such Action, fails to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Person, then the Indemnified Person shall cooperate have the right to undertake the defense or, with the personconsent of the Indemnifying Person, persons to undertake a compromise or entity making settlement of such determination with Action on behalf of and for the account and at the risk of the Indemnifying Person. During any period when the Indemnifying Person is not contesting any such Action in good faith, the Indemnifying Person shall not be liable for any compromise or settlement of any such Action effected without its written consent, which will not be unreasonably withheld, conditioned or delayed (taking into account the nature of the claim and the terms of the proposed settlement, including whether the proposed settlement includes a full and unconditional release of the Indemnifying Person by the claimant and whether the proposed settlement would require the Indemnifying Person to take or refrain from taking any action or course of conduct). During any period when the Indemnifying Person is contesting any such Action in good faith, the Indemnified Person shall not pay, compromise or settle such Action without the Indemnifying Person’s consent, which may be granted or withheld in the Indemnifying Person’s sole discretion; provided that the Indemnified Person may nonetheless pay, compromise or settle such Action without such consent during such period, in which event it shall, automatically and without any further action on its part, waive any right (whether or not pursuant to this Agreement) to indemnity in respect of all Losses relating to such Action. If the Indemnifying Person shall defend any such Action until such Action shall be adjudicated by order, decree, ruling or other action, then the Indemnifying Person shall have the right, in the exercise of its reasonable discretion, to determine whether or not to appeal such adjudication. (d) The Seller and the Purchaser agree that any payment by the Seller in respect of a Seller Breach pursuant to Section 6.01 shall be treated as an adjustment to the Indemnitee’s entitlement to indemnificationPurchase Price for all tax purposes, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or except as otherwise protected from disclosure required by Applicable Law and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromRegulation.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expensesindemnification. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 60 days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Subparagraphs 8(b) and 8(e) below. (b) With respect to requests for indemnification under Paragraph 2, except as set forth in Paragraph 10, no indemnification shall be made under this Agreement unless the Corporation determines within such 20-day period it is determined that the Indemnitee did not meet has met the applicable standard of conductconduct set forth in Paragraph 2. Such determinationThe determination of whether Indemnitee has met the applicable standard of conduct set forth in Paragraph 2, and any determination that Expenses that have been advanced Expenses pursuant to Paragraph 7 must be subsequently repaid to the Corporation, shall be made in each instance (ai) if there are two or more Disinterested Directors, by the Board of Directors by a majority vote of all the directors Disinterested Directors, a majority of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not whom shall for such purpose constitute a quorum, (b) or by a majority of the members of a committee of disinterested directors designated two or more Disinterested Directors appointed by a majority vote of disinterested directorssuch vote; (ii) by special legal counsel (A) selected in the manner prescribed in clause (i), whether or not a quorum, (cB) if there are no disinterested directorsfewer than two Disinterested Directors, or if selected by the disinterested Board of Directors, in which selection directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opiniondo not qualify as Disinterested Directors may participate, or (diii) by the stockholders shareholders of the Corporation. Corporation (bbut shares owned by or voted under the control of a director who at the time does not qualify as a Disinterested Director may not be voted on the determination). Such determination shall be made within the 60-day period referred to in Subparagraph 8(a) The termination (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of any Proceeding by judgmentthe foregoing determination with respect to requests for indemnification under Paragraph 2 or repayment of advanced Expenses, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, Indemnitee shall not, of itself, create be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Paragraph 2 and is entitled to indemnification. The Corporation acknowledges that Indemnitee did may settle a Proceeding in order to avoid expense, delay, distraction, disruption and uncertainty and that, therefore, any such settlement (with or without payment of money or other consideration) shall not act in good faith and in a manner that of itself overcome the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawfulpresumption set forth above. (c) The Indemnitee shall cooperate be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne care by the Corporation or its affiliates. The provisions of this Section 8(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (irrespective d) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (e) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification pursuant to Paragraph 2 is made after a Change in Control, at the election of Indemnitee made in writing to the Corporation, the determination required to be made pursuant to Subparagraph 8(b) above as to whether Indemnitee has met the Indemnitee’s entitlement applicable standard of conduct or is required to indemnificationrepay advanced Expenses shall be made by Independent Counsel. The Independent Counsel shall be selected in the manner prescribed in clause (ii) of Subparagraph 8(b). Indemnitee may, within 10 days after written notice of selection shall have been given, deliver to the Corporation, a written objection to such selection. Absent a timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn. If, within 20 days after submission by Indemnitee of a written request for Independent Counsel, no Independent Counsel shall have been selected and not objected to, either the Corporation or Indemnitee may petition any court of competent jurisdiction 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 so appointed shall act as Independent Counsel under this Subparagraph 8(e). The Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to this Subparagraph 8(e), and the Corporation hereby indemnifies shall pay all reasonable fees and expenses incident to the Indemnitee therefromprocedures of this Subparagraph 8(e), regardless of the manner in which such Independent Counsel was selected or appointed.

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by such Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, in addition thereto, such Pledgor shall forthwith take the Indemnitee following actions as set forth below: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall submit physically deliver such Certificated Security to the Corporation a written requestAdministrative Agent, including in such request such documentation and information as is reasonably available endorsed to the Indemnitee Administrative Agent or endorsed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall cause the issuer of such Uncertificated Security to duly authorize, execute, and is reasonably necessary deliver to determine whether the Administrative Agent, an agreement for the benefit of the Administrative Agent and the other Secured Parties substantially in the form of Annex D hereto (appropriately completed to what extent the Indemnitee is entitled to indemnification or advancement satisfaction of Expenses. Any the Administrative Agent and with such indemnification or advancement of Expenses modifications, if any, as shall be made promptlyreasonably satisfactory to the Administrative Agent) pursuant to which such issuer agrees to comply with any and all instructions originated by the Administrative Agent without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Membership Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction; (iii) with respect to any Collateral consisting of a Certificated Security, Uncertificated Security, Partnership Interest or Membership Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), such Pledgor shall promptly notify the Administrative Agent thereof and shall promptly take (x) all actions required (i) to comply with the applicable rules of such Clearing Corporation or Securities Intermediary and (ii) to perfect the security interest of the Administrative Agent under applicable law (including, in any event within 20 days after receipt by the Corporation of the written request of the Indemniteeevent, unless the Corporation determines within such 20under Sections 9-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”314(a), whether or not a quorum, (b) and (c), 9-106 and 8-106(d) of the UCC) and (y) such other actions as the Administrative Agent deems necessary or desirable to effect the foregoing; and (iv) with respect to a Partnership Interest or a Membership Interest (other than a Partnership Interest or Membership Interest credited on the books of a Clearing Corporation or Securities Intermediary), (1) if such Partnership Interest or Membership Interest is represented by a committee certificate and is a Security for purposes of disinterested directors designated the UCC, the procedure set forth in Section 3.2(a)(i) hereof; and (2) if such Partnership Interest or Membership Interest is not represented by a majority vote of disinterested directors, whether certificate or is not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders Security for purposes of the Corporation.UCC, the procedure set forth in Section 3.2(a)(ii) hereof; and (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that In addition to the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed actions required to be intaken pursuant to Section 3.2(a) hereof, or not opposed to, each Pledgor shall take the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Collateral: (i) with respect to indemnificationall Collateral of such Pledgor whereby or with respect to which the Administrative Agent may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing or under the laws of any relevant State other than the State of New York), such Pledgor shall take all actions as may be requested from time to time by the Administrative Agent so that “control” of such personCollateral is obtained and at all times held by the Administrative Agent; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on appropriate forms) under the Uniform Commercial Code as in effect in the various relevant States, 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 covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Indemnitee Administrative Agent), to be filed in the relevant filing offices so that at all times the Administrative Agent’s security interest in all Investment Property constituting Collateral and reasonably necessary to such determination. Any Expenses actually and reasonably incurred other Collateral which can be perfected by the Indemnitee filing of such financing statements (in so cooperating shall each case to the maximum extent perfection by filing may be borne by obtained under the Corporation (irrespective laws of the determination as to relevant States, including, without limitation, Section 9-312(a) of the Indemnitee’s entitlement to indemnificationUCC) and the Corporation hereby indemnifies the Indemnitee therefromis so perfected.

Procedures. (a) In order If and whenever the Company is required to obtain indemnification effect or advancement cause the registration of Expenses any Registrable Securities pursuant to this Agreement, the Indemnitee Company will effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof by the Shareholders, and pursuant thereto the Company shall submit cooperate in the sale of the securities and shall, as expeditiously as possible, at its expense: (i) Prepare in cooperation with the sellers (and, in the event of an underwritten public offering, with the underwriter(s)), and file with the SEC or other appropriate governmental authority, in a manner consistent with the provisions of this Agreement, a Registration Statement with respect to such Registrable Securities on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate as the case may be; provided, however, that at any time when the Company is eligible to utilize a Short-Form Registration, any Registration Statement shall be a Short-Form Registration, and which form shall be available for the sale of the Registrable Securities in accordance with the intended methods of distribution thereof by the Shareholders, and use its best efforts to cause such Registration Statement to become and remain effective and valid; provided further that before filing with any governmental authority a Registration Statement or Prospectus or any amendments or supplements thereto (including documents that would be incorporated or deemed to be incorporated therein by reference), the Company will (A) furnish to one counsel retained in connection with each such registration by each of (i) the Nuclobel Investors, (ii) the News Group and (iii) the other holders of Registrable Securities to be included in such registration, copies of all such documents proposed to be filed, which documents will be subject to the Corporation timely review of such counsel and, if requested by such counsel, provide such counsel reasonable opportunity to participate in the preparation of such Registration Statement and each Prospectus included therein and such other opportunities to conduct a written requestreasonable investigation within the meaning of the Securities Act, including in such request such documentation and information as is reasonably available reasonable access to the Indemnitee Company’s books and is reasonably necessary to determine whether records, officers, directors, accountants and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptlyother employees and advisors, and (B) notify each holder of Registrable Securities covered by such Registration Statement (1) of any stop order or similar prohibition issued or threatened by any governmental authority or the initiation of any proceedings for that purpose and take all reasonable actions required to prevent the entry of such stop order or other prohibition or to remove it if entered, (2) of any request by the SEC or any other applicable governmental authority for amendments or supplements to a Registration Statement or related Prospectus or for additional information, (3) if at any time the representations and warranties of the Company contained in any event within 20 days after agreement (including any underwriting agreement) contemplated by Section 7.1(a)(ix) below cease to be true and correct, or (4) of the receipt by the Corporation Company of any notification with respect to the suspension of the written qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (ii) Prepare and file with the appropriate governmental authorities such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective and valid during the applicable periods provided herein (but, in the case of any registration under the Securities Act, not before the expiration of the ninety (90) day period referred to in Section 4(3) of the Securities Act and Rule 174 promulgated thereunder, if applicable) and comply with the provisions of applicable laws with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such Registration Statement. (iii) Furnish to each holder of Registrable Securities covered by the Registration Statement and to each underwriter, if any, of such Registrable Securities, such number of copies of such Registration Statement, each amendment and supplement thereto applicable to the sale of Registrable Securities (in each case including all exhibits thereto), and the Prospectus included in such Registration Statement and each amendment and supplement thereto, and such other documents, as such Person may reasonably request in connection with the distribution of such Registrable Securities. (iv) Use its best efforts to (A) register or qualify such Registrable Securities covered by such Registration Statement under such other securities laws or blue sky laws of such jurisdictions as any holder, and underwriter, if any, of Registrable Securities covered by such Registration Statement shall reasonably request, and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller; provided that the Company shall not for any such purpose, be required to qualify to do business as a foreign corporation in any jurisdiction where, but for the requirements of this Section 7.1, it is not then so qualified or take any action which would subject it to consent to general or unlimited service or process not then so subject and (B) obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction at the reasonably earliest practical date. (v) Immediately notify each seller of Registrable Securities covered by such Registration Statement, at any time when a Prospectus relating thereto is required to be delivered under applicable laws, of the happening of any event which comes to the Company’s attention if as a result of such event the Prospectus included in such Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and at the request of any such seller, deliver a reasonable number of copies of an amended or supplemental Prospectus as may be necessary so that, as thereafter delivered to the Indemniteepurchasers of such Registrable Securities, unless such Prospectus shall not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the Corporation determines within statements made therein, in the light of the circumstances under which they were made, not misleading. (vi) Otherwise use its best efforts to comply with all applicable rules and regulations of the SEC or other applicable governmental authority and any other governmental authority of competent jurisdiction and make available to its security holders, in the case of any registration under the Securities Act, as soon as practicable, an earnings statement covering a period of at least twelve (12) months, beginning with the first month after the effective date of the Registration Statement (as the term “effective date” is defined in Rule 158(c) promulgated under the Securities Act), which earnings statement shall satisfy the provisions of section 11(a) of the Securities Act including, at the option of the Company, Rule 158 promulgated thereunder. (vii) Cause all such 20-day period Registrable Securities to be listed on a national securities exchange in the United States, and enter into such customary agreements including a listing application and indemnification agreement in customary form, provided that the Indemnitee did not meet the applicable standard of conduct. Such determinationlisting requirements are satisfied, and any determination that advanced Expenses must be repaid to provide a transfer agent and registrar for such Registrable Securities covered by such Registration Statement no later than the effective date of such Registration Statement. (viii) If such offering is underwritten, use its best efforts to obtain a “comfort” letter from the independent public accountants for the Company in form and substance customarily given by independent certified public accountants in an underwritten public offering, addressed to the Corporationunderwriters. (ix) If such offering is underwritten, shall execute and deliver all instruments and documents (including an underwriting agreement in customary form) and take such other actions and obtain such certificates and opinions as sellers of the Registrable Securities being sold reasonably request in order to effect an underwritten public offering of such Registrable Securities and in such connection, (A) make such representations and warranties to the holders of such Registrable Securities and the underwriters, if any, with respect to the business of the Company and its subsidiaries, and the Registration Statement and documents, if any, incorporated or deemed to be made incorporated by reference therein, in each instance case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings, and, if true, confirm the same if and when requested, and (aB) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties use its reasonable best efforts to furnish to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee underwriters of disinterested directors designated by a majority vote such Registrable Securities opinions of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the CorporationCompany and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters, if any), covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such counsel and underwriters. The Company may require each holder of Registrable Securities as to which any registration is being effected to furnish to the Company such information regarding such holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing in connection with effecting such offering. (x) If requested by the managing underwriters, if any, or the holders of a majority of the then outstanding Registrable Securities being sold in connection with an underwritten offering, promptly include in a written opinionProspectus supplement or post-effective amendment such information as the managing underwriters, if any, and such holders may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such Prospectus supplement or (dsuch post-effective amendment as soon as practicable after the Company has received such request; provided, however, that the Company shall not be required to take any actions under this Section 7.1(a)(x) by that are not, in the stockholders opinion of counsel for the CorporationCompany, in compliance with applicable law. (b) The termination Each holder of Registrable Securities will, upon receipt of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that notice from the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests Company of the Corporationhappening of any event of the kind described in Section 7.1(a)(i)(B) or (v), forthwith discontinue disposition of the Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder’s receipt of notice from the Company that such dispositions may resume and, if applicable, such holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 7.1(a)(v), and, with respect to any criminal Proceedingif so directed by the Company, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect holder will deliver to the IndemniteeCompany (at the Company’s entitlement to indemnificationexpense) all copies, including providing to other than permanent file copies, then in such personholder’s possession, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to Prospectus covering such Registrable Securities at the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromtime of receipt of such notice.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 sixty (60) days after receipt by the Corporation of the written request of the Indemnitee, unless the Corporation determines within such 20-day sixty (60) -day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporation. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. Promptly after receipt by Indemnitee of notice of the assertion of any claim or notice of the commencement of any claim, action, suit or proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such claim, action, suit or proceeding: (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is Company will be entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 days after receipt by the Corporation of the written request of the Indemnitee, unless the Corporation determines within such 20-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not participate therein at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, its own expense; and (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who mayexcept as otherwise provided below, to the extent permitted that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company will not be liable under this Agreement for any legal or other expenses subsequently incurred by applicable lawIndemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ separate counsel in such claim, action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be regular legal at Indemnitee’s expense unless (i) the employment of counsel to by Indemnitee has been authorized by the CorporationCompany, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in a written opinionthe conduct of the defense of such claim, action, suit or proceeding, or (diii) by the stockholders Company shall not in fact have employed counsel to assume the defense of such claim, action, suit or proceeding in each of which cases the fees and expenses of counsel shall be at the expense of the Corporation. (b) Company. The termination Company shall not be entitled to assume the defense of any Proceeding claim, action, suit or proceeding brought by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests on behalf of the Corporation, and, with respect Company or as to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The which Indemnitee shall cooperate with have made the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee conclusion provided for in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnificationii) and the Corporation hereby indemnifies the Indemnitee therefromabove.

Procedures. 1. In the event that any Legal Proceeding shall be threatened or instituted in respect to which indemnification may be sought by one party hereto from another party under the provisions of this Section 6.14, the party seeking indemnification (“Indemnitee”) shall, reasonably promptly after acquiring actual knowledge of such threatened or instituted Legal Proceeding, cause written notice in reasonable detail of such threatened or instituted Legal Proceeding and which is covered by this indemnification, to be forwarded to the other party from which indemnification is being sought (“Indemnitor”), provided, however, that the failure to provide such notice as of any particular date as aforesaid will not affect any rights to indemnification hereunder, except to the extent, and only to such extent, that such failure to provide such notice actually and materially prejudices the Indemnitor’s ability to adequately defend such Legal Proceeding. 2. In the event of the initiation of any Legal Proceeding against an Indemnitee by a third party, the Indemnitor shall have the absolute right after the receipt of the notice described in Section 6.14(D)(i), at its option and at its own expense, to be represented by counsel of its choice, and (subject to Section 6.14(D)(iii)) to defend against, negotiate, settle or otherwise deal with any Legal Proceeding or demand that relates to any Purchaser’s Losses or Seller’s Losses, as the case may be, indemnified against hereunder, and, in such event, the Indemnitee will reasonably cooperate with the Indemnitor and its representatives in connection with such defense, negotiation, settlement or dealings (and the Indemnitee’s costs and expenses arising therefrom or relating thereto shall constitute Purchaser’s Losses, if the Indemnitee is the Purchaser, or Sellers’ Losses, if the Indemnitee is the Seller); provided, however, that the Indemnitee may directly participate in any such Legal Proceeding so defended with counsel of its choice at its own expense, except that, if the Indemnitor fails to take reasonable steps necessary to defend diligently such third party claim within 15 Business Days after receiving written notice from the Indemnitee that the Indemnitee reasonably believes the Indemnitor has failed to take such steps or if the Indemnitor has not undertaken fully to indemnify the Indemnitee in respect of all such Purchaser’s or Seller’s Losses, as the case may be, relating to the matter and as required hereunder, the Indemnitee may assume its own defense, and, in such event (a) In order the Indemnitor will be liable for all Purchaser’s or Seller’s Losses, as the case may be, reasonably paid or incurred in connection therewith, and (b) the Indemnitor shall, in any case, reasonably cooperate, at its own expense, with the Indemnitee and its representatives in connection with such defense. 3. Without the prior written consent of the Indemnitee, which shall not be unreasonably withheld, the Indemnitor will not enter into any settlement of any third party claim which would lead to obtain Liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder or advancement which would otherwise adversely affect the Assets or the Business. If a firm offer is made to settle a third party claim without leading to Liability or the creation of Expenses pursuant a financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to this Agreementindemnification hereunder and the Indemnitor desires to accept and agree to such offer, the Indemnitor will give written notice to the Indemnitee to that effect. If the Indemnitee notifies the Indemnitor that it does not consent to such firm offer within 10 calendar days after its receipt of such notice from the Indemnitor, the Indemnitee may continue to contest or defend such third party claim and, in such event, the maximum Liability of the Indemnitor as to such third party claim will not exceed the amount of such settlement offer, plus the Purchaser’s Losses or Seller’s Losses, as the case may be, reasonably paid or incurred by the Indemnitee through the end of such 10-calendar day period. 4. An Indemnitee shall use commercially reasonable efforts to pursue and collect any amounts payable under insurance policies on account of Purchaser’s Losses (if the Indemnitee is a Purchaser Party) or Seller’s Losses (if the Indemnitee is the Seller Party), but only if doing so will not result in (a) an increase in premiums due then or in the future to procure comparable insurance; or (b) a decrease in the levels of insurance (including deductibles) or a change in the risks insured against; or (c) prejudice to the Indemnitee’s claims or rights to indemnification hereunder. 5. After any final judgment or award shall have been rendered by a Governmental Entity of competent jurisdiction and the time in which to appeal therefrom has expired, or a settlement shall have been consummated, or the Indemnitee and the Indemnitor shall have arrived at a mutually binding agreement with respect to each separate matter alleged to be indemnified by the Indemnitor hereunder, the Indemnitee shall submit forward to the Corporation a written requestIndemnitor notice of any sums due and owing by it with respect to such matter, including in such request such documentation and information as is reasonably available the Indemnitor shall pay all of the sums so owing to the Indemnitee by wire transfer or certified or bank cashier’s check within 30 days after the date of such notice. Any and is reasonably necessary all Purchaser’s Losses or Seller’s Losses, other than those described in the preceding sentence (including Purchaser’s Losses or Seller’s Losses incurred in the absence of any threatened or pending Legal Proceeding, or Purchaser’s Losses or Seller’s Losses incurred after any such Legal Proceeding has been threatened or instituted but prior to determine whether and to what extent the rendering of any final judgment or award in connection therewith), shall be paid by the Indemnitor on a current basis, and, without limiting the generality of the foregoing, the Indemnitee is entitled shall have the right to indemnification invoice the Indemnitor for such Purchaser’s Losses or advancement Seller’s Losses, as the case may be, as frequently as it deems appropriate, and the amount of Expenses. Any any such indemnification Purchaser’s Losses or advancement of Expenses Seller’s Losses, as the case may be, which are described or listed in any such invoice shall be made promptly, and in any event within 20 days after receipt by the Corporation of the written request of paid to the Indemnitee, unless by wire transfer or certified or bank cashier’s check, within 30 days after the Corporation determines within date of such 20-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporationinvoice. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order Seller shall have the right to obtain indemnification exercise, at its own expense, control at any time over the handling, disposition and/or settlement of any issue raised in any official inquiry, examination or advancement of Expenses proceeding regarding any Tax Return with respect to which Seller may be liable for Taxes pursuant to this Agreement, Article VIII (other than any Tax Return for a period beginning before the Indemnitee shall submit to Closing Date and ending after the Corporation a written requestClosing Date), including in such request such documentation and information as is reasonably available the right to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification settle or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptlyotherwise terminate any contest with respect thereto; provided, and in any event within 20 days after receipt by the Corporation of the written request of the Indemniteehowever, unless the Corporation determines within such 20-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (ai) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted that such settlement or defense could reasonably be expected to adversely affect Buyer for any Tax period or, the Company and/or any Company Subsidiary for a Post-Closing Tax Period, Seller shall permit Buyer to participate, at its own expense, in such settlement or defense through counsel chosen by applicable lawBuyer and Seller shall not enter into a settlement (at the administrative level or during the course of judicial proceedings) without prior consultation with Buyer; and (ii) Buyer shall cooperate with Seller, be regular legal counsel to the Corporation) as Seller may reasonably request, in a written opinionany such inquiry, examination or (d) by the stockholders of the Corporationproceeding. (b) The termination Buyer shall have the right to exercise, at its own expense, control at any time over the handling, disposition and/or settlement of any Proceeding by judgmentissue raised in any official inquiry, orderexamination or proceeding regarding any Tax Return other than as described in Section 8.3(a)) (including the right to settle or otherwise terminate any contest with respect thereto); provided, settlementhowever, conviction that: (i) to the extent that such settlement or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee defense could reasonably believed be expected to be in, or not opposed toadversely affect Seller for any Tax period or, the best interests Company and/or any Company Subsidiary for any Pre-Closing Tax Period, Buyer shall permit Seller to participate, at its own expense, in such settlement or defense through counsel chosen by Seller and Buyer shall not enter into a settlement (at the administrative level or during the course of judicial proceedings) without prior consultation with Seller; (ii) Seller shall cooperate with Buyer, as Buyer may reasonably request, in any such inquiry, examination or proceeding; and (iii) in the Corporationcase of any Tax Return for a period beginning before the Closing Date and ending after the Closing Date, andBuyer shall settle any issue only with the consent of Seller, which consent will not be unreasonably withheld or delayed. (c) If, with respect to any criminal Proceedingofficial inquiry, had reasonable cause examination or proceeding with respect to believe that his Taxes for which indemnity may be sought pursuant to this Article VIII, Seller, in the case of a Tax Return described in Section 8.3(a), or her conduct was unlawfulBuyer, in the case of any other relevant Tax Return, elects not to exercise control over the handling, disposition and/or settlement of the issues raised in such inquiry, examination or proceeding, Buyer or Seller, as the case may be, shall so notify Seller or Buyer, respectively, and the party so notified shall be entitled, but shall not be obligated, to exercise control over the handling, disposition and/or settlement, subject, in the case of Seller, to the provisions of Section 8.3(a) and, in the case of Buyer, to the provisions of Section 8.3(b). (cd) The Indemnitee Buyer shall cooperate with promptly notify Seller in writing upon receipt by Buyer, the personCompany, persons any Company Subsidiary or entity making such determination with respect any member of any group of which Buyer, the Company and/or any Company Subsidiary may be a member, of notice of any pending or threatened official inquiry, examination or proceeding that may affect the Tax liability for the Company and/or any Company Subsidiary for any Pre-Closing Tax Period. Seller shall promptly notify Buyer in writing upon receipt by Seller of notice of any pending or threatened official inquiry, examination or proceeding relating to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request Company and/or any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromCompany Subsidiary for any tax period.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 (i) in the case of advancement of Expenses under Section 7, 30 calendar days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, 60 calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and (c) below. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines within such 20-day period that the Indemnitee did has not meet met the applicable standard of conductconduct set forth in Section 2. Such determinationAny determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made made, in each instance the discretion of the Board of Directors of the Corporation, (a1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“"disinterested directors”"), whether or not a quorum, (b2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c3) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) Independent Counsel in a written opinionopinion to the Board, or (d4) by the stockholders of the Corporation. . Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (bii) The termination of any Proceeding Section 8(a) (unless extended by judgmentmutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, the Indemnitee shall not, of itself, create be entitled to a presumption that he or she has met the Indemnitee did not act applicable standard of conduct set forth in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawfulSection 2. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall cooperate request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 1, and the objection shall set forth with particularity the personfactual basis of such assertion. Absent a proper and timely objection, persons the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or entity making if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the 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 determination other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the Indemnitee’s entitlement to indemnification, including providing to person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable fees and expenses of Independent Counsel incurred in connection with its acting in such person, persons or entity upon capacity. The Corporation shall pay any and all reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available necessary fees and expenses incident to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective procedures of this paragraph, regardless of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrommanner in which such Independent Counsel was selected or appointed.

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by the respective Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, the Indemnitee in addition thereto, such Pledgor shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 days after receipt by the Corporation of the written request of the Indemnitee, unless the Corporation determines within such 20-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable lawprovided below) take the following actions as set forth below (as promptly as practicable and, be regular legal counsel in any event, within 10 days after it obtains such Collateral) for the benefit of the Pledgee and the Secured Creditors: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation), the respective Pledgor shall deliver such Certificated Security to the Pledgee, indorsed to the Pledgee or indorsed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), the respective Pledgor shall cause the issuer of such Uncertificated Security (or, in the case of an issuer that is not a Subsidiary of such Pledgor, will use reasonable efforts to cause such issuer) to duly authorize and execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the other Secured Creditors substantially in a written opinionthe form of Annex H hereto (appropriately completed to the reasonable satisfaction of the Pledgee and with such modifications, or (dif any, as shall be reasonably satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the stockholders Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the respective Pledgor shall promptly notify the Pledgee thereof and shall promptly take all actions required (i) to comply with the applicable rules of such Clearing Corporation and (ii) to perfect the security interest of the Pledgee under applicable law (including, in any event, under Sections 9-312(a) and (b), 9-106 and 8-106(d) of the UCC). The Pledgor further agrees to take such actions as the Pledgee deems reasonably necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Interest credited on the books of a Clearing Corporation), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate and is a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate or is not a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof; (v) with respect to any Note, delivery of such Note to the Pledgee, indorsed to the Pledgee or indorsed in blank; and (vi) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof, (i) establishment by the Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall have exclusive and absolute control and dominion (and no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the Pledgee) and (ii) deposit of such cash in such cash account. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that In addition to the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed actions required to be intaken pursuant to Section 3.2(a) hereof, or not opposed to, each Pledgor shall take the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Securities and Collateral: (i) with respect to indemnificationall Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain "control" thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing or under the laws of any relevant State other than the State of New York), the respective Pledgor shall take all actions as may be reasonably requested from time to time by the Pledgee so that "control" of such personCollateral is obtained and at all times held by the Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant States, persons or entity upon reasonable advance request any documentation or information covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee has a security interest in all Investment Property and other Collateral which is not privileged or otherwise protected from disclosure and which is reasonably available perfected by the filing of such financing statements (in each case to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred maximum extent perfection by filing may be obtained under the Indemnitee in so cooperating shall be borne by the Corporation (irrespective laws of the determination as to relevant States, including, without limitation, Section 9-312(a) of the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromUCC).

Procedures. (a) In order to obtain Section 10.1. To the fullest extent permitted by law, the indemnification provided for in this Agreement shall be deemed mandatory. To the extent that, under applicable law, any indemnification provided for in this Agreement is treated as discretionary, any indemnification determination, unless ordered by a court or advancement of Expenses advanced pursuant to Section 8.1 of this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall may be made promptly, and in any event within 20 days after receipt by the Corporation of only as authorized in the written request of the Indemnitee, unless the Corporation determines within such 20-day period specific case upon a determination that the indemnification of Indemnitee did not meet is proper in the applicable standard of conductcircumstances. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance made: (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (di) by the stockholders of the Corporation; (ii) by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to the Proceeding; (iii) if a majority vote of a quorum of directors not parties to the Proceeding so orders, by Independent Counsel in a written opinion; or (iv) if a quorum consisting of directors who are not parties to the Proceeding cannot be obtained, by Independent Counsel in a written opinion. Notwithstanding the foregoing, if at any time during the two (2) year period prior to the date of any written application for indemnification submitted by Indemnitee in connection with a particular Proceeding there shall have occurred a Change of Control, the Board of Directors shall direct (unless Indemnitee otherwise agrees in writing) that the indemnification determination shall be made by Independent Counsel in a written opinion. (b) The termination Section 10.2. If the determination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel must be selected as provided in this Section 10.2. The Independent Counsel shall be selected by Indemnitee and Indemnitee must give written notice to the Corporation advising it of the Independent Counsel’s identity so selected, unless Indemnitee requests in writing that the Independent Counsel be selected by the Board of Directors. If the Independent Counsel is selected by the Board of Directors, the Corporation must given written notice to Indemnitee setting forth the identity of the Independent Counsel. In either event, Indemnitee or the Corporation, as the case may be, may, within ten (10) days after the written notice of selection is received, deliver to the other party a written objection to the selection. These objections may be asserted only on the grounds that the Independent Counsel selected does not meet the requirements of an “Independent Counsel” as defined in Article I of this Agreement, and the objection must set forth with particularity the factual basis of the assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If within twenty (20) days after submission by Indemnitee of a request for indemnification, including providing no Independent Counsel has been selected, either the Corporation or Section 10.3. The Corporation agrees to pay the reasonable fees and Expenses of Independent Counsel in accordance with Article VIII and to fully indemnify and hold the Independent Counsel harmless against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement. Section 10.4. The Corporation must promptly advise Indemnitee in writing if a determination is made that Indemnitee is not entitled to indemnification and must include a description of the reasons or basis for denial. If it is determined Indemnitee is entitled to indemnification, the payment to Indemnitee must be made as soon as practicable but in no event more than ten (10) days after the determination. Indemnitee must reasonably cooperate with the persons making the determination and, upon request, must provide such person, persons or entity upon reasonable advance request any documentation or with documents and information (which is are not privileged or otherwise protected from disclosure and which is protected) reasonably available to the Indemnitee and reasonably necessary to such the determination. Any All Expenses actually and reasonably incurred by the Indemnitee in so cooperating with the persons making the determination shall be borne paid by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the and agrees to hold Indemnitee therefromharmless from those Expenses.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 (i) in the case of indemnification under Sections 4, 5, or 9(c) or advancement of Expenses, 30 days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under this clause (ii) the Corporation determines determines, by clear and convincing evidence, within such 20the 60-day period referred to above that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporation. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order To the extent that the Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by the Pledgor) be pledged pursuant to Section 3.1 of this Agreement and, in addition thereto, the Pledgor shall (to the extent provided below) take the following actions as set forth below (as promptly as practicable and, in any event, within ten (10) days after it obtains such Collateral) for the benefit of the Pledgee and the other Secured Creditors: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary), the Pledgor shall deliver such Certificated Security to the Pledgee, indorsed to the Pledgee or indorsed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), the Pledgor shall cause the issuer of such Uncertificated Security to duly authorize, execute and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the other Secured Creditors substantially in the form of Annex C hereto (appropriately completed to the reasonable satisfaction of the Pledgee and with such modifications, if any, as shall be reasonably satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the Pledgor shall promptly notify the Pledgee thereof and shall promptly take all actions required (x) to comply with the applicable rules of such Clearing Corporation or Securities Intermediary and (y) to perfect the security interest of the Pledgee under applicable law (including, in any event, under Sections 9-314(a) and (c), 9-106 and 8-106(d) of the UCC). The Pledgor further agrees to take such actions as the Pledgee deems reasonably necessary or desirable to effect the foregoing; (iv) with respect to the Limited Liability Company Interest (other than a Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), (x) if the Limited Liability Company Interest is represented by a certificate and is a “security” for purposes of Section 8-102(a)(15) of the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (y) if the Limited Liability Company Interest is not represented by a certificate or is not a “security” for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof; and (v) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof which are required to be paid over to (or may be received by) the Pledgee or any of the other Secured Creditors pursuant to the terms of this Agreement, (i) establishment by the Indemnitee Pledgee of a cash account in the name of the Pledgor over which the Pledgee shall submit to have “exclusive and absolute control” and dominion (and no withdrawals or transfers may be made therefrom by any Person except with the Corporation a prior written request, including consent of the Pledgee) and (ii) deposit of such cash in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 days after receipt by the Corporation of the written request of the Indemnitee, unless the Corporation determines within such 20-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporationcash account. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that In addition to the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed actions required to be in, or not opposed totaken pursuant to Section 3.2(a) hereof, the best interests of Pledgor shall take the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Collateral: (i) with respect to indemnificationall Collateral of the Pledgor whereby or with respect to which the Pledgee may (and in accordance with the terms hereof is entitled to) obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing or under the laws of any relevant State other than the State of New York), the Pledgor shall take all actions as may be reasonably requested from time to time by the Pledgee so that “control” of such personCollateral is obtained and at all times held by the Pledgee; and (ii) the Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant States, 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 covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Indemnitee and reasonably necessary Pledgee), to such determination. Any Expenses actually and reasonably incurred be filed in the relevant filing offices so that at all times the Pledgee has a security interest in all Collateral which also may be perfected by the Indemnitee in so cooperating shall be borne by filing of such financing statements under the Corporation (irrespective laws of the determination as to relevant States, including, without limitation, Section 9-312(a) of the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromUCC.

Procedures. (a) In order to obtain Section 10.1. To the fullest extent permitted by law, the indemnification provided for in this Agreement shall be deemed mandatory. To the extent that, under applicable law, any indemnification provided for in this Agreement is treated as discretionary, any indemnification determination, unless ordered by a court or advancement of Expenses advanced pursuant to Section 8.1 of this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall may be made promptly, and in any event within 20 days after receipt by the Corporation of only as authorized in the written request of the Indemnitee, unless the Corporation determines within such 20-day period specific case upon a determination that the indemnification of Indemnitee did not meet is proper in the applicable standard of conductcircumstances. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance made: (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (di) by the stockholders of the Corporation; (ii) by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to the Proceeding; (iii) if a majority vote of a quorum of directors not parties to the Proceeding so orders, by Independent Counsel in a written opinion; or (iv) if a quorum consisting of directors who are not parties to the Proceeding cannot be obtained, by Independent Counsel in a written opinion. Notwithstanding the foregoing, if at any time during the two (2) year period prior to the date of any written application for indemnification submitted by Indemnitee in connection with a particular Proceeding there shall have occurred a Change of Control, the Board of Directors shall direct (unless Indemnitee otherwise agrees in writing) that the indemnification determination shall be made by Independent Counsel in a written opinion. (b) The termination Section 10.2. If the determination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel must be selected as provided in this Section 10.2. The Independent Counsel shall be selected by Indemnitee and Indemnitee must give written notice to the Corporation advising it of the Independent Counsel’s identity so selected, unless Indemnitee requests in writing that the Independent Counsel be selected by the Board of Directors. If the Independent Counsel is selected by the Board of Directors, the Corporation must given written notice to Indemnitee setting forth the identity of the Independent Counsel. In either event, Indemnitee or the Corporation, as the case may be, may, within ten (10) days after the written notice of selection is received, deliver to the other party a written objection to the selection. These objections may be asserted only on the grounds that the Independent Counsel selected does not meet the requirements of an “Independent Counsel” as defined in Article I of this Agreement, and the objection must set forth with particularity the factual basis of the assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If within twenty (20) days after submission by Indemnitee of a request for indemnification, including providing no Independent Counsel has been selected, either the Corporation or Indemnitee may petition a court with jurisdiction over the parties for resolution of the objection and/or the appointment of a person to be Independent Counsel selected by the court. Section 10.3. The Corporation agrees to pay the reasonable fees and Expenses of Independent Counsel in accordance with Article VIII and to fully indemnify and hold the Independent Counsel harmless against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement. Section 10.4. The Corporation must promptly advise Indemnitee in writing if a determination is made that Indemnitee is not entitled to indemnification and must include a description of the reasons or basis for denial. If it is determined Indemnitee is entitled to indemnification, the payment to Indemnitee must be made as soon as practicable but in no event more than ten (10) days after the determination. Indemnitee must reasonably cooperate with the persons making the determination and, upon request, must provide such person, persons or entity upon reasonable advance request any documentation or with documents and information (which is are not privileged or otherwise protected from disclosure and which is protected) reasonably available to the Indemnitee and reasonably necessary to such the determination. Any All Expenses actually and reasonably incurred by the Indemnitee in so cooperating with the persons making the determination shall be borne paid by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the and agrees to hold Indemnitee therefromharmless from those Expenses.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 30 days after receipt by the Corporation of the written request of the Indemnitee, unless the Corporation determines within such 2030-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“"disinterested directors”"), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporation. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s 's entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within (i) in the case of advancement of Expenses under Section 7, 20 calendar days after receipt by the Corporation of the written request of the Indemnitee, unless or (ii) in the case of all other indemnification, 30 calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and (c) below. (b) With respect to requests for indemnification under Section 2, indemnification shall be made insofar as the Corporation determines within such 20-day period that the Indemnitee did not meet has met the applicable standard of conductconduct set forth in Section 2. Such determinationAny determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made made, in each instance the discretion of the Board of Directors of the Corporation, (a1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c3) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) Independent Counsel in a written opinionopinion to the Board, or (d4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 30-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2. (bc) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable fees and expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary fees and expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (ce) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order the event that any claim or demand for which Buyer or any Seller (“Indemnitor”) would be liable to obtain indemnification an indemnified party (“Indemnitee”) hereunder is asserted against or advancement sought to be collected from an Indemnitee (whether directly by such Indemnitee or by a third party), Buyer or the Seller Representative, as applicable, shall promptly notify Indemnitor of Expenses pursuant such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the “Claim Notice”); provided that no defect in the prompt delivery of or the information contained in such Claim Notice will relieve such Indemnitor from any obligation under this AgreementArticle 8, except to the extent such failure materially prejudices such Indemnitor. Buyer or the Seller Representative, as applicable, shall then have twenty (20) Business Days from the delivery of the Claim Notice (the “Notice Period”) to notify the Indemnitee (x) whether or not it disputes its liability to the Indemnitee hereunder with respect to such claim or demand and (y) whether or not it desires, at its sole cost and expense, to defend the Indemnitee against such claim or demand. (i) If the Indemnitor disputes its liability with respect to such claim or demand or the amount thereof, such claim or demand shall not be settled without the prior written consent of the Indemnitor (not to be unreasonably withheld, conditioned or delayed). (ii) In the event that the Indemnitor notifies the Indemnitee within the Notice Period that it desires to defend the Indemnitee against such claim or demand, then, except as hereinafter provided, the Indemnitor shall have the right to defend the Indemnitee by appropriate proceedings; provided, however, the Indemnitor shall not, without the prior written consent of the Indemnitee (which consent will not be unreasonably withheld, delayed or conditioned), consent to the entry of any judgment against the Indemnitee or enter into any settlement or compromise unless (A) as an unconditional term thereof, the claimant or plaintiff to the Indemnitee grants a full release of Indemnitee and its Affiliates, in form and substance satisfactory to the Indemnitee, from all liability in respect of such claim or demand; (B) there is no finding or admission of any violation of applicable Law; and (C) the sole relief provided is monetary damages that have been in full deposited (in cash or shares of Buyer Preferred Stock) by Indemnitor into a special account notified to the Indemnitee. If any Indemnitee desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. (iii) The Indemnitor shall not be entitled to assume control of the defense of a claim if: (A) any such claim or demand or the litigation or resolution of any such claim or demand would reasonably be expected to involve equitable or injunctive relief, or would reasonably be expected to impose criminal liability or criminal damages on Indemnitee; (B) based upon the advice of counsel to the Indemnitee, a non-waivable conflict of interest exists between the Indemnitor and the Indemnitee; (C) such claim is brought by a Governmental Authority; or (D) the Indemnitor has failed or is failing to prosecute and defend vigorously such claim; provided, however, that the Indemnitee shall submit to not settle any such claim or demand without the Corporation a prior written requestconsent of the Indemnitor, including in such request such documentation and information as is reasonably available to which consent shall not be unreasonably withheld or delayed. If the Indemnitee should elect to exercise such right to assume control of the defense or settlement of a claim, the Indemnitor shall have the right to participate in, but not control, the defense or settlement of such claim or demand, at its sole cost and is reasonably necessary expense. (iv) If the Indemnitor elects not to determine whether and to what extent defend the Indemnitee is entitled to indemnification against such claim or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptlydemand, and in any event within 20 days after receipt whether by the Corporation of the written request of the Indemnitee, unless the Corporation determines within such 20-day period that not giving the Indemnitee did not meet timely notice as provided above or otherwise, then the applicable standard amount of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether such claim or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directorsdemand, or if the disinterested directors so directsame be defended by the Indemnitor or by the Indemnitee (but no Indemnitee shall have any obligation to defend any such claim or demand) then that portion thereof as to which such defense is unsuccessful, by independent legal in each case shall be conclusively deemed to be a liability of the Indemnitor hereunder, unless the Indemnitor shall have disputed its liability to the Indemnitee hereunder, as provided in clause (i) above. (v) For all purposes of this Article 8, the Indemnitor and Indemnitee shall reasonably cooperate with, and make available to, the other Party and its Representatives, upon reasonable prior notice, information, records and data, and shall permit reasonable access during normal business hours to its facilities and personnel, in each case, as may be reasonably required in connection with the resolution of such disputes; provided that such access does not unreasonably interfere with the conduct of the business of such party and its Affiliates and materials may be redacted as necessary to address reasonable attorney client or other privilege or bona fide confidentiality concerns. In connection therewith, each Party agrees that (A) it will use its commercially reasonable efforts, in respect of any claim in which it has assumed or participated in the defense, to avoid production of confidential information (consistent with applicable Law and applicable rules of procedure), and (B) all communications between a Party hereto and counsel (who mayresponsible for or participating in the defense of any claim shall, to the extent permitted by applicable lawpossible, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporation. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in made so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrompreserve any applicable attorney-client or work-product privilege.

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by such Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, the Indemnitee in addition thereto, such Pledgor shall submit (to the Corporation extent provided below) take the following actions as set forth below (as promptly as practicable and, in any event, within 30 days after it obtains such Collateral) for the benefit of the Pledgee and the other Secured Creditors: (i) with respect to a written requestCertificated Security (other than a Certificated Security credited on the books of a Clearing Corporation), including in such request Pledgor shall physically deliver such documentation and information as is reasonably available Certificated Security to the Indemnitee Pledgee, endorsed to the Pledgee or endorsed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), upon the occurrence and continuation of a Specified Collateral Event or an Event of Default and if requested by the Collateral Agent, such Pledgor shall cause the issuer of such Uncertificated Security (or, in the case of an issuer that is not a Subsidiary of such Pledgor, will use its best efforts to cause such issuer) to duly authorize, execute and deliver to the Pledgee an agreement for the benefit of the Pledgee and the other Secured Creditors substantially in the form of Exhibit A hereto (appropriately completed to the satisfaction of the Pledgee and with such modifications, if any, as shall be satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction; provided that Pledgee hereby agrees that it will not provide any instructions to any such issuer unless and until an Event of Default has occurred and is reasonably necessary continuing; (iii) with respect to determine whether a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), such Pledgor shall notify the Pledgee thereof and shall take all actions required (i) to what extent comply with the Indemnitee is entitled applicable rules of such Clearing Corporation and (ii) upon the occurrence and continuation of a Specified Collateral Event or an Event of Default and if requested by the Collateral Agent, to indemnification or advancement perfect the security interest of Expenses. Any such indemnification or advancement of Expenses shall be made promptlythe Pledgee under applicable law (including, and in any event within 20 days after receipt by the Corporation of the written request of the Indemniteeevent, unless the Corporation determines within such 20under Sections 9-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”314(a), whether or not a quorum, (b) and (c), 9-106 and 8-106(d) of the UCC). Each such Pledgor further agrees to take such actions as the Pledgee deems reasonably necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a committee certificate and is a Security for purposes of disinterested directors designated the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a majority vote of disinterested directors, whether certificate or is not a quorumSecurity for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof; (cv) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel with respect to any Note (who mayother than, to the extent permitted by applicable lawno Event of Default has occurred and is continuing, be regular legal counsel a Note that constitutes Chattel Paper or any Note evidencing an aggregate amount of outstanding Indebtedness less than $750,000 at any time), physical delivery of such Note to the CorporationPledgee, endorsed to the Pledgee or endorsed in blank; and (vi) after an Event of Default has occurred and is continuing, with respect to cash, to the extent not otherwise provided in a written opinionthe Security Agreement, or (di) establishment by the stockholders Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall have exclusive and absolute control and dominion (and no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the CorporationPledgee) and (ii) deposit of such cash in such cash account. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that In addition to the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed actions required to be intaken pursuant to preceding Section 3.2(a) hereof, or not opposed to, each Pledgor shall take the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Securities and Collateral: (i) with respect to indemnificationall Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain "control" thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing or under the laws of any relevant State other than the State of New York), upon the occurrence and continuation of a Specified Collateral Event or an Event of Default, such Pledgor shall take all actions as may be requested from time to time by the Pledgee so that "control" of such personCollateral is obtained and at all times held by the Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on appropriate forms) under the Uniform Commercial Code as in effect in the various relevant States, persons or entity upon reasonable advance request any documentation or information in form satisfactory to the Pledgee and covering all Collateral hereunder, to be filed in the relevant filing offices so that at all times the Pledgee has a security interest in all Investment Property and other Collateral which is not privileged or otherwise protected from disclosure and which is reasonably available perfected by the filing of such financing statements (in each case to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred maximum extent perfection by filing may be obtained under the Indemnitee in so cooperating shall be borne by the Corporation (irrespective laws of the determination as to relevant States, including, without limitation, Section 9-312(a) of the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromUCC).

Procedures. (a) In order to obtain indemnification or advancement Each Letter of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses Credit shall be made promptlyissued or amended, and in any event within 20 days after receipt by as the Corporation of case may be, upon the written request of the Indemnitee, unless the Corporation determines within such 20-day period that the Indemnitee did not meet Company delivered to the applicable standard Issuing Lender (with a copy to the Administrative Agent) in the form of conductan L/C Application, appropriately completed and signed by a Responsible Officer of the Company. Such determination, and any determination that advanced Expenses L/C Application must be repaid received by the applicable Issuing Lender and the Administrative Agent not later than 12:00 p.m. at least three (3) Business Days (or such later date and time as the Administrative Agent and the applicable Issuing Lender may agree in a particular instance in their sole discretion) prior to the Corporationproposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such L/C Application shall specify in form and detail satisfactory to the applicable Issuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be made in each instance a Business Day); (aB) by a majority vote the amount thereof; (C) the expiry date thereof; (D) the name and address of the directors beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the applicable Issuing Lender may require. In the case of a request for an amendment of any outstanding Letter of Credit, such L/C Application shall specify in form and detail reasonably satisfactory to the applicable Issuing Lender (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the Corporation consisting of persons who are not at that time parties proposed amendment; and (D) such other matters as the applicable Issuing Lender may require. Additionally, the Company shall furnish to the Proceeding (“disinterested directors”)applicable Issuing Lender and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, whether including any Issuer Documents, as the applicable Issuing Lender or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the CorporationAdministrative Agent may require. (b) The termination Promptly after receipt of any Proceeding L/C Application, the applicable Issuing Lender will confirm with the Administrative Agent (by judgmenttelephone or in writing) that the Administrative Agent has received a copy of such L/C Application from the Company and, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall if not, the applicable Issuing Lender will provide the Administrative Agent with a copy thereof. Unless the applicable Issuing Lender has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of itselfissuance or amendment of the applicable Letter of Credit, create that one or more applicable conditions contained in Section 12 shall not be satisfied, then, subject to the terms and conditions hereof, the applicable Issuing Lender shall, on the requested date, issue a presumption that Letter of Credit for the Indemnitee did not act account of the Company or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in good faith each case in accordance with the applicable Issuing Lender’s usual and in a manner that customary business practices. Immediately upon the Indemnitee reasonably believed to issuance of each Letter of Credit, each Lender shall be in, or not opposed deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the best interests applicable Issuing Lender a risk participation in such Letter of Credit in an amount equal to the Corporationproduct of such Lender’s Pro Rata Share times the amount of such Letter of Credit. Each Lender hereby irrevocably and unconditionally agrees to purchase from Bank of America and Xxxxx, andas applicable, with respect a risk participation in each Existing Letter of Credit in an amount equal to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawfulthe product of such Lender’s Pro Rata Share times the amount of such Existing Letter of Credit. (c) The Indemnitee shall cooperate If the Company so requests in any applicable L/C Application, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the applicable Issuing Lender to prevent any such extension at least once in each twelve- month period (commencing with the persondate of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, persons the Company shall not be required to make a specific request to the applicable Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the applicable Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, or entity making would have no obligation, at such determination time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (b) or (c) of Section 2.3.1 or otherwise), or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is three Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the Company that one or more of the applicable conditions specified in Section 12.2 is not then satisfied, and in each case directing the applicable Issuing Lender not to permit such extension. (d) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Indemnitee’s entitlement to indemnificationbeneficiary thereof, 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 the applicable Issuing Lender will also deliver to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) Company and the Corporation hereby indemnifies the Indemnitee therefromAdministrative Agent a true and complete copy of such Letter of Credit or amendment.

Procedures. Promptly after receipt by any Purchaser Party (athe “Indemnified Person”) In order of notice of any demand, claim or circumstances which would or might give rise to obtain indemnification a claim or advancement the commencement of Expenses any Proceeding in respect of which indemnity may be sought pursuant to this AgreementSection 4.7, such Indemnified Person shall promptly notify the Indemnitee Company in writing and the Company shall submit to assume the Corporation a written requestdefense thereof, including in the employment of counsel reasonably satisfactory to such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptlyIndemnified Person, and in any event within 20 days after receipt by shall assume the Corporation payment of the written request of the Indemniteeall fees and expenses relating to such Proceeding; provided, unless the Corporation determines within such 20-day period however, that the Indemnitee did failure of any Indemnified Person so to notify the Company shall not meet relieve the applicable standard Company of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, its obligations hereunder except to the extent permitted that the Company is actually and materially prejudiced in the defense of such Proceeding by applicable lawsuch failure to notify. Notwithstanding the foregoing, in any such Proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be regular legal at the expense of such Indemnified Person; provided, that such fees and expenses shall be paid by the Company if (i) the Company and the Indemnified Person shall have mutually agreed to the retention of such counsel, (ii) the Company shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such Proceeding or (iii) in the reasonable judgment of counsel to the Corporation) in a written opinionsuch Indemnified Person, or (d) representation of both parties by the stockholders of the Corporation. same counsel would be inappropriate due to actual or potential differing interests between them. The Company shall not be liable for (bi) The termination any settlement by an Indemnified Person of any Proceeding effected without the Company’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) or (ii) fees or costs incurred pursuant to this Section 4.7 to the extent such fees or costs are attributable to the Indemnified Person’s breach of any of the representations, warranties, covenants or agreements made by judgmentPurchaser in this Agreement or the other Transaction Documents. Without the prior written consent of the Indemnified Person (which consent shall not be unreasonably withheld, order, settlement, conviction delayed or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed toconditioned), the best interests Company shall not effect any settlement of the Corporationany pending or threatened Proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, and, with respect to any criminal unless such settlement includes an unconditional release of such Indemnified Person from all liability arising out of such Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 60 days after receipt by the Corporation of the written request of the Indemnitee, unless the Corporation determines within such 2060-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel counsel (b) (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporation. (bc) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (cd) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order The obligations and liabilities of the Parties with respect to obtain Claims subject to indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit will be subject to the Corporation a written requestfollowing terms and conditions: (i) As soon as reasonably possible, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and but in any event within 20 ninety (90) days after receipt by the Corporation of the event giving rise to a claim for indemnification, the Party claiming a right to indemnification (the “Indemnified Person”) hereunder will give prompt written request of the Indemnitee, unless the Corporation determines within such 20-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid notice to the Corporation, shall be made in each instance other party (athe “Indemnifying Person”) by a majority vote of any claim subject to indemnification hereunder (the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directorsIndemnified Claim”), whether or not a quorumstating its nature, (b) by a committee of disinterested directors designated by a majority vote of disinterested directorsbasis and amount, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, when and to the extent permitted known. Each such notice will be accompanied by applicable lawcopies of all relevant documentation, be regular legal counsel to the Corporation) in a including any summons, complaint or other pleading that may have been served or any written opinion, demand or (d) by the stockholders of the Corporationother document that may have been received. (bii) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with With respect to any criminal ProceedingIndemnified Claim: (I) the Indemnifying Person will defend or settle the Indemnified Claim, had reasonable cause subject to believe that his provisions of this subsection, (II) the Indemnified Person will, at the Indemnifying Person's sole cost and expense, cooperate in the defense by providing access to witnesses and evidence available to it, (III) the Indemnified Person will have the right to participate in any defense at its own cost and expense to the extent that, in its judgment, the Indemnified Person may otherwise be prejudiced thereby, (IV) the Indemnified Person will not settle, offer to settle or her conduct was unlawfuladmit liability in any Indemnified Claim without the written consent of an officer of the Indemnifying Person, and (V) the Indemnifying Person will not settle, offer to settle or admit liability as to any Indemnified Claim in which it controls the defense if such settlement, offer or admission contains any admission of fault or guilt on the part of the Indemnified Person, or would impose any liability or other restriction or encumbrance on the Indemnified Person, without the written consent of an officer of the Indemnified Person. (ciii) The Indemnitee shall Each Party will cooperate with, and comply with all reasonable requests of, each other Party and act in a reasonable and good faith manner to minimize the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request scope of any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromIndemnified Claim.

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by such Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, the Indemnitee shall submit in addition thereto (but subject to the Corporation a written requestterms of the Intercreditor Agreement), including in such request such documentation and information as is reasonably available Pledgor shall (to the Indemnitee extent provided below and is reasonably necessary not inconsistent with the terms of the Intercreditor Agreement) take the following actions as set forth below (as promptly as practicable and, in any event, within 10 days after it obtains such Collateral) for the benefit of the Pledgee and the other Secured Creditors: (i) with respect to determine whether a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall physically deliver such Certificated Security to the Pledgee, endorsed to the Pledgee or endorsed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall cause the issuer of such Uncertificated Security to duly authorize, execute, and deliver to what extent the Indemnitee is entitled Pledgee, an agreement for the benefit of the Pledgee and the other Secured Creditors substantially in the form of Annex H hereto (appropriately completed to indemnification or advancement the satisfaction of Expenses. Any the Pledgee and with such indemnification or advancement of Expenses modifications, if any, as shall be made promptlysatisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee in accordance with this Agreement without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), such Pledgor shall promptly notify the Pledgee thereof and shall promptly take (x) all actions required (i) to comply with the applicable rules of such Clearing Corporation or Securities Intermediary and (ii) to perfect the security interest of the Pledgee under applicable law (including, in any event within 20 days after receipt by the Corporation of the written request of the Indemniteeevent, unless the Corporation determines within such 20under Sections 9-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”314(a), whether or not a quorum, (b) and (c), 9-106 and 8-106(d) of the UCC) and (y) such other actions as the Pledgee deems necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a committee certificate and is a Security for purposes of disinterested directors designated the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a majority vote of disinterested directors, whether certificate or is not a quorumSecurity for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof; (v) with respect to any Note, physical delivery of such Note to the Pledgee, endorsed in blank, or, at the request of the Pledgee, endorsed to the Pledgee; and (vi) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof, (ci) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) establishment by the stockholders Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall have "control" within the meaning of the CorporationUCC and at any time any Event of Default is in existence no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the Pledgee and (ii) deposit of such cash in such cash account. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that In addition to the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed actions required to be intaken pursuant to Section 3.2(a) hereof, or not opposed to, each Pledgor shall take the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Collateral: (i) with respect to indemnificationall Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain "control" thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing to or under the laws of any relevant State other than the State of New York), 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 Pledgor shall take all actions (to the Indemnitee extent not inconsistent with the Intercreditor Agreement) so that "control" of such Collateral is obtained and reasonably necessary to such determination. Any Expenses actually and reasonably incurred at all times held by the Indemnitee Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on appropriate forms) under the Uniform Commercial Code as in effect in the various relevant States, covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so cooperating shall that at all times the Pledgee's security interest in all Investment Property and other Collateral which can be borne perfected by the Corporation filing of such financing statements (irrespective in each case to the maximum extent perfection by filing may be obtained under the laws of the determination as to relevant States, including, without limitation, Section 9-312(a) of the Indemnitee’s entitlement to indemnificationUCC) and the Corporation hereby indemnifies the Indemnitee therefromis so perfected.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 (i) in the case of indemnification under Sections 4, 5 or 9(d) or advancement of Expenses, 30 days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under this clause (ii) the Corporation determines determines, by clear and convincing evidence, within such 20the 60-day period referred to above that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made as follows: (i) if a Change in each instance Control shall have occurred, by Special Independent Counsel in a written opinion to the Board of Directors of the Corporation, a copy of which shall be delivered to the Indemnitee (aunless the Indemnitee shall request that such determination be made by the Board of Directors of the Corporation, in which case the determination shall be made in the manner provided below in clauses (y)(1) or (y)(2)). (ii) in all other cases, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c3) if If there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinionopinion to the Board, or (d4) by the stockholders of the Corporation. (b) In the event that a Change in Control shall have occurred and the determination of entitlement to indemnification is to be made by Special Independent Counsel, the Special Independent Counsel shall be selected as provided in this Section 9(b). The termination of any Proceeding Special Independent Counsel shall be selected by judgmentthe Indemnitee, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that unless the Indemnitee did not act in good faith and in a manner shall request that such selection be made by the Indemnitee reasonably believed to be in, or not opposed to, the best interests Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Special Independent Counsel so selected. The party receiving such notice may, andwithin seven days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Special Independent Counsel so selected does not meet the requirements of “Special Independent Counsel” as defined in Section 2, 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 Special Independent Counsel. If a written objection is made, the Special Independent Counsel so selected may not serve as Special Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by the Indemnitee of a written request for indemnification, no Special Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Special Independent Counsel and/or for the appointment as Special Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Special Independent Counsel. The Corporation shall pay the reasonable and necessary fees and expenses of Special Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any criminal Proceeding, had and all reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect and necessary fees and expenses incident to the Indemnitee’s entitlement procedures of this paragraph, regardless of the manner in which such Special Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding pursuant to indemnificationSection 10 of this Agreement, including providing to any Special Independent Counsel shall be discharged and relieved of any further responsibility in 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 capacity (subject to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective applicable standards of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromprofessional conduct then prevailing).

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 (i) in the case of advancement of Expenses under Section 7, 30 calendar days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, 60 calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and (c) below. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines within such 20-day period that the Indemnitee did has not meet met the applicable standard of conductconduct set forth in Section 2. Such determinationAny determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made made, in each instance the discretion of the Board of Directors of the Corporation, (a1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c3) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) Independent Counsel in a written opinionopinion to the Board, or (d4) by the stockholders of the Corporation. . Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (bii) The termination of any Proceeding Section 8(a) (unless extended by judgmentmutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, the Indemnitee shall not, of itself, create be entitled to a presumption that he or she has met the Indemnitee did not act applicable standard of conduct set forth in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawfulSection 2. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall cooperate with request that such selection be made by the person, persons or entity Board of Directors of the Corporation. The party making such the determination with respect shall give written notice to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective other party advising it of the determination as to identity of the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.Independent Counsel so selected. The party receiving such notice may, within seven days after such written notice of selection shall have been given,

Procedures. (a) In order to obtain Section 10.1. To the fullest extent permitted by law, the indemnification provided for in this Agreement shall be deemed mandatory. To the extent that, under applicable law, any indemnification provided for in this Agreement is treated as discretionary, any indemnification determination, unless ordered by a court or advancement of Expenses advanced pursuant to Section 8.1 of this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall may be made promptly, and in any event within 20 days after receipt by the Corporation only as authorized in the specific case upon a determination that the indemnification of Indemnitee is proper in the circumstances. Such determination must be made: (i) by the Board of Directors by a majority vote of those present at a meeting at which a quorum is present, and only those directors not parties to the proceeding shall be counted in satisfying the quorum; (ii) if a quorum cannot be obtained, by a majority vote of a committee of the written request Board of Directors designated by the Board of Directors, which committee shall consist of two (2) or more directors not parties to the proceeding; except that directors who are parties to the proceeding may participate in the designation of directors for the committee; or (iii) if a quorum cannot be obtained as contemplated in paragraph (i) of this Section 10.1, and a committee cannot be established under paragraph (ii) of this Section 10.1, or, even if a quorum is obtained or a committee is designated, if a majority of the Indemniteedirectors constituting such quorum or such committee so directs, unless the Corporation determines within such 20-day period that determination may be made: (1) By Independent Counsel selected by a vote of the Indemnitee did Board of Directors or the committee in the manner specified in paragraph (i) or (ii) of this Section 10.1 or, if a quorum of the full Board of Directors cannot meet the applicable standard of conduct. Such determinationbe obtained and a committee cannot be established, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by Independent Counsel selected by a majority vote of the directors full Board of Directors; or (2) By the Corporation consisting of persons who are not Corporation’s shareholders. Notwithstanding the foregoing, if at that any time parties during the two (2) year period prior to the date of any written application for indemnification submitted by Indemnitee in connection with a particular Proceeding there shall have occurred a Change of Control, the Board of Directors shall direct (“disinterested directors”), whether or not a quorum, (bunless Indemnitee otherwise agrees in writing) that the indemnification determination shall be made by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) Independent Counsel in a written opinion. Notwithstanding the foregoing, if the determination that indemnification or (d) advance of Expenses is permissible is made by Independent Counsel then the stockholders Board of the CorporationDirectors shall authorize and direct such indemnification and advancement of Expenses. (b) The termination Section 10.2. If the determination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification is to be made by Independent Counsel following a Change of Control, the Independent Counsel must be selected as provided in this Section 10.2. The Independent Counsel shall be selected by Indemnitee (which selection shall be ratified by the Board of Directors). Section 10.3. The Corporation agrees to pay the reasonable fees and Expenses of Independent Counsel in accordance with Article VIII and to fully indemnify and hold the Independent Counsel harmless against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement. Section 10.4. The Corporation must promptly advise Indemnitee in writing if a determination is made that Indemnitee is not entitled to indemnification and must include a description of the reasons or basis for denial. If it is determined Indemnitee is entitled to indemnification, including providing the payment to Indemnitee must be made as soon as practicable but in no event more than ten (10) days after the determination. Indemnitee must reasonably cooperate with the persons making the determination and, upon request, must provide such person, persons or entity upon reasonable advance request any documentation or with documents and information (which is are not privileged or otherwise protected from disclosure and which is protected) reasonably available to the Indemnitee and reasonably necessary to such the determination. Any All Expenses actually and reasonably incurred by the Indemnitee in so cooperating with the persons making the determination shall be borne paid by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the and agrees to hold Indemnitee therefromharmless from those Expenses.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 (i) in the case of indemnification under Sections 4, 5 or 9(d) or advancement of Expenses, 30 days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under this clause (ii) the Corporation determines determines, by clear and convincing evidence, within such 20the 60-day period referred to above that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made as follows: (i) if a Change in each instance Control shall have occurred, by Special Independent Counsel in a written opinion to the Board of Directors of the Corporation, a copy of which shall be delivered to the Indemnitee (aunless the Indemnitee shall request that such determination be made by the Board of Directors of the Corporation, in which case the determination shall be made in the manner provided below in clauses (y)(l) or (y)(2)). (ii) in all other cases, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c3) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinionopinion to the Board, or (d4) by the stockholders of the Corporation. (b) In the event that a Change in Control shall have occurred and the determination of entitlement to indemnification is to be made by Special Independent Counsel, the Special Independent Counsel shall be selected as provided in this Section 9(b). The termination of any Proceeding Special Independent Counsel shall be selected by judgmentthe Indemnitee, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that unless the Indemnitee did not act in good faith and in a manner shall request that such selection be made by the Indemnitee reasonably believed to be in, or not opposed to, the best interests Board of Directors of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) . The Indemnitee party making the determination shall cooperate with the person, persons or entity making such determination with respect give written notice to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective other party advising it of the determination as to identity of the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.Special Independent Counsel so selected. The party receiving such notice may, within seven days after such

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptlyas promptly as practicable, and in any event within 20 (i) in the case of advancement of Expenses under Section 7, twenty (20) calendar days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Section 8(b) and Section 8(c) below. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines within such 20-day period that the Indemnitee did has not meet met the applicable standard of conductconduct set forth in Section 2. Such determinationAny determination as to whether the Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made made, in each instance the discretion of the Board of Directors of the Corporation, (ai) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (bii) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (ciii) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) Independent Counsel in a written opinionopinion to the Board, or (div) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and the Indemnitee). For the purpose of any determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (bc) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made or is pending after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit or the parties otherwise agree. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or, if selected, shall have been objected to, in accordance with this Section 8(c), either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity and shall indemnify and hold harmless such Independent Counsel against any and all Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by such Independent Counsel in connection with this Agreement or its engagement pursuant hereto. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this Section 8(c), regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (ce) The Indemnitee shall be deemed to have acted in good faith if the Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to the Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by or on behalf of the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to the Indemnitee for purposes of determining the Indemnitee’s rights under this Agreement. (g) The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses, provided that documentation and information need not be so provided to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within (i) in the case of advancement of Expenses under Section 7, 20 calendar days after receipt by the Corporation of the written request of the Indemnitee, unless or (ii) in the case of all other indemnification, 30 calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and (c) below. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Corporation, or to provide such a request in a timely fashion, shall not relieve the Corporation of any liability that it may have to Indemnitee except to the extent that such failure actually prejudices the interests of the Corporation. (b) With respect to requests for indemnification under Section 2, indemnification shall be made insofar as the Corporation determines within such 20-day period that the Indemnitee did not meet has met the applicable standard of conductconduct set forth in Section 2. Such determinationAny determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made made, in each instance the discretion of the Board of Directors of the Corporation, (a1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c3) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) Independent Counsel in a written opinionopinion to the Board, or (d4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 30-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2. (bc) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable fees and expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary fees and expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (ce) The Corporation acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (f) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom. (g) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation in the course of their duties, or on the advice of legal counsel for the Corporation or on information or records given or reports made to the Corporation by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation. In addition, the knowledge and/or actions, or failure to act, of any other director, officer, agent or employee of the Corporation shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) In order or (b) above, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to obtain indemnification notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or advancement of Expenses pursuant (b) above except to this Agreementthe extent that it has been materially prejudiced by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnitee Indemnifying Person shall submit retain counsel reasonably satisfactory to the Corporation a written requestIndemnified Person (who shall not, including without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person in such request proceeding and shall pay the fees and expenses of such documentation counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and information as is expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded, based on the advice of counsel, that there may be legal defenses available to it that are different from or in addition to those available to the Indemnitee Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is reasonably necessary understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to determine whether any local counsel) for all Indemnified Persons, and to what extent the Indemnitee is entitled to indemnification that all such fees and expenses shall be promptly paid or advancement of Expensesreimbursed as they are incurred. Any such indemnification or advancement separate firm for CF&Co, its affiliates, directors and officers and any control persons of Expenses CF&Co shall be made promptlydesignated in writing by CF&Co and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any event within 20 settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Corporation Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the written request Indemnified Person, effect any settlement of the Indemniteeany pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the Corporation determines within subject matter of such 20-day period that the Indemnitee did proceeding and (y) does not meet the applicable standard include any statement as to or any admission of conduct. Such determinationfault, and any determination that advanced Expenses must be repaid culpability or a failure to the Corporation, shall be made in each instance (a) act by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporation. (b) The termination on behalf of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawfulIndemnified Person. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 60 days after receipt by the Corporation of the written request of the Indemnitee, unless the Corporation determines within such 2060-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“"disinterested directors”"), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporation. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s 's entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 calendar days after receipt by the Corporation of the written request of the Indemnitee, unless subject to the provisions of Sections 8(b) and (c) below. (b) With respect to requests for indemnification under Section 2, indemnification shall be made insofar as the Corporation determines within such 20-day period that the Indemnitee did not meet has met the applicable standard of conductconduct set forth in Section 2. Such determinationAny determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made made, in each instance the discretion of the Board of Directors of the Corporation, (a1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c3) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) Independent Counsel in a written opinionopinion to the Board, or (d4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 30-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual written agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2. (bc) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made upon a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may within seven days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to in accordance with this paragraph, either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable fees and expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary fees and expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (ce) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (f) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order to obtain indemnification the event that any Specified Proceeding shall be instituted or advancement asserted or any Indemnified Losses shall arise in respect of Expenses which indemnity may be sought by an Indemnified Person pursuant to this AgreementSection 14.3, such Indemnified Person shall promptly notify the Indemnitee Company thereof in writing. Failure to provide notice shall submit to not affect the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 days after receipt by the Corporation of the written request of the Indemnitee, unless the Corporation determines within such 20-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, Company's obligations hereunder except to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the CorporationCompany is actually prejudiced thereby. (b) The termination Company shall have the right to participate in and control the defense of any such Specified Proceeding by judgmentand, orderin connection therewith, settlementto retain counsel reasonably satisfactory to each Indemnified Person, conviction or upon a plea at the Company's expense, to represent each Indemnified Person and any others the Company may designate in such Specified Proceeding. The Company shall keep the Indemnified Person advised of nolo contendere or its equivalent, the status of such Specified Proceeding and the defense thereof and shall not, of itself, create a presumption that the Indemnitee did not act consider in good faith and in a manner that recommendations made by the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, Indemnified Person with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawfulthereto. (c) In any such Specified Proceeding, any Indemnified Person shall have the right to retain its own counsel at its own expense; provided that the fees and expenses of such Indemnified Person's counsel shall be at the expense of the Company if (i) the Company and such Indemnified Person shall have mutually agreed to the retention of such counsel, (ii) the Company has failed, within a reasonable time after having been notified of the existence of an indemnified claim, to assume the defense of such indemnified claim or (iii) the named parties to any such Specified Proceeding (including any impleaded parties) include both the Company and such Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Company shall not, in respect of the legal expenses of any Indemnified Person in connection with any Specified Proceeding or related Specified Proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Persons and that all such fees and expenses shall be reimbursed as they are incurred. (d) The Indemnitee Company shall not be liable for any settlement of any Specified Proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with such consent or if there be a final judgment for the plaintiff, the Company agrees to indemnify each Indemnified Person, to the extent provided in Section 14.3, from and against all Indemnified Losses by reason of such settlement or judgment. The Company shall not effect any settlement of any pending or threatened Specified Proceeding in respect of which any Indemnified Person is seeking indemnification hereunder without the prior written consent of each such Indemnified Person (which consent shall not be unreasonably withheld or delayed by any such Indemnified Person), unless such settlement includes an unconditional release of each such Indemnified Person from all liability and claims that are the subject matter of such Specified Proceeding. (e) As necessary or useful to the defending party in effecting the foregoing procedures, the parties shall cooperate with in the personexecution and delivery of agreements, persons instruments and other documents and in the provision of access to witnesses, documents and property (including access to perform interviews, physical investigations or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromother activities).

Procedures. As soon as reasonably practicable after the Effective Time, Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Shares converted pursuant to Section 2.1(c) into the right to receive the Merger Consideration a letter of transmittal and related instructions which shall (ai) In order specify that the delivery shall be effected, and risk of loss shall pass, only upon proper delivery of the Certificates (or book-entry transfer of Book-Entry Shares) to obtain indemnification the Paying Agent; and (ii) otherwise be in customary form and include such provisions as Parent may reasonably specify (including with respect to delivery of an “agent’s message” regarding the book-entry transfer of Book-Entry Shares) for use in effecting the surrender of the Certificates and Book-Entry Shares in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent or advancement such other evidence, if any, of Expenses transfer as the Paying Agent may reasonably request), the holder of such Certificate (or Book-Entry Shares, as applicable) shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each Company Share formerly represented by such Certificate (or Book-Entry Shares, as applicable), and the Certificate (or Book-Entry Shares, as applicable) so surrendered shall forthwith be canceled. If any portion of such consideration is to be issued and paid to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Shares were registered, it shall be a condition to such issuance and payment that (i) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Book-Entry Share shall be properly transferred; and (ii) the Person requesting such issuance shall have paid any transfer and other Taxes required by reason of the issuance and payment of such consideration to a Person other than the registered holder of such Certificate or Book-Entry Shares surrendered or shall have established to the reasonable satisfaction of the Paying Agent and the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest. Notwithstanding anything to the contrary in this Agreement, a holder of Book-Entry Shares shall not be required to deliver a Certificate to the Paying Agent to receive the consideration to which such holder is entitled pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including Article II in respect of such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 days after receipt by the Corporation of the written request of the Indemnitee, unless the Corporation determines within such 20Book-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the CorporationEntry Shares. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 (i) in the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) below. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines within such 20-day period that the Indemnitee did has not meet met the applicable standard of conductconduct set forth in Section 2. Such determinationAny determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made made, in each instance the discretion of the Board of Directors of the Corporation, (a1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c3) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) Independent Counsel in a written opinionopinion to the Board, or (d4) by the stockholders of the Corporation. . Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (bii) The termination of any Proceeding Section 8(a) (unless extended by judgmentmutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, the Indemnitee shall not, of itself, create be entitled to a presumption that he or she has met the Indemnitee did not act applicable standard of conduct set forth in good faith Section 2 and in a manner that the Indemnitee reasonably believed is entitled to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawfulindemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall cooperate with the person, persons or entity making request that such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.selection be

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 sixty (60) days after receipt by the Corporation of the written request of the Indemnitee, unless the Corporation determines within such 20-sixty (60) day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporation. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order to obtain indemnification or advancement Each Letter of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses Credit shall be made promptlyissued or amended, and in any event within 20 days after receipt by as the Corporation of case may be, upon the written request of the Indemnitee, unless the Corporation determines within such 20-day period that the Indemnitee did not meet Company delivered to the applicable standard Issuing Lender (with a copy to the Administrative Agent) in the form of conductan L/C Application, appropriately completed and signed by a Senior Officer of the Company. Such determinationL/C Application may be sent by facsimile, and by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable Issuing Lender, by personal delivery or by any determination that advanced Expenses other means acceptable to such Issuing Lender. Such L/C Application must be repaid received by the applicable Issuing Lender and the Administrative Agent not later than 12:00 p.m. at least three (3) Business Days (or such later date and time as the Administrative Agent and the applicable Issuing Lender may agree in a particular instance in their sole discretion) prior to the Corporationproposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such L/C Application shall specify in form and detail satisfactory to the applicable Issuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be made in each instance a Business Day); (aB) by a majority vote the amount thereof; (C) the expiry date thereof; (D) the name and address of the directors beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the applicable Issuing Lender may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such L/C Application shall specify in form and detail reasonably satisfactory to the applicable Issuing Lender (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the Corporation consisting of persons who are not at that time parties proposed amendment; and (D) such other matters as the applicable Issuing Lender may require. Additionally, the Company shall furnish to the Proceeding (“disinterested directors”)applicable Issuing Lender and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, whether including any Issuer Documents, as the applicable Issuing Lender or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the CorporationAdministrative Agent may reasonably require. (b) The termination Promptly after receipt of any Proceeding L/C Application, the applicable Issuing Lender will confirm with the Administrative Agent (by judgmenttelephone or in writing) that the Administrative Agent has received a copy of such L/C Application from the Company and, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall if not, the applicable Issuing Lender will provide the Administrative Agent with a copy thereof. Unless the applicable Issuing Lender has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of itselfissuance or amendment of the applicable Letter of Credit, create that one or more applicable conditions contained in Section 12 shall not be satisfied, then, subject to the terms and conditions hereof, the applicable Issuing Lender shall, on the requested date, issue a presumption that Letter of Credit for the Indemnitee did not act account of the Company or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in good faith each case in accordance with the applicable Issuing Lender’s usual and in a manner that customary business practices. Immediately upon the Indemnitee reasonably believed to issuance of each Letter of Credit, each Lender shall be in, or not opposed deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the best interests applicable Issuing Lender a risk participation in such Letter of Credit in an amount equal to the Corporation, and, product of such Lender’s Pro Rata Share times the amount of such Letter of Credit. Each Lender hereby irrevocably and unconditionally agrees to purchase from the Issuing Lenders with respect to any criminal Proceedingthe Existing Letters of Credit, had reasonable cause as applicable, a risk participation in each Existing Letter of Credit in an amount equal to believe that his or her conduct was unlawfulthe product of such Lender’s Pro Rata Share times the amount of such Existing Letter of Credit. (c) The Indemnitee shall cooperate If the Company so requests in any applicable L/C Application, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the applicable Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the persondate of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, persons the Company shall not be required to make a specific request to the applicable Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the applicable Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, or entity making would have no obligation, at such determination time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (b) or (c) of Section 2.3.1 or otherwise), or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the Company that one or more of the applicable conditions specified in Section 12.2 is not then satisfied, and in each case directing the applicable Issuing Lender not to permit such extension. (d) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Indemnitee’s entitlement to indemnificationbeneficiary thereof, 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 the applicable Issuing Lender will also deliver to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) Company and the Corporation hereby indemnifies the Indemnitee therefromAdministrative Agent a true and complete copy of such Letter of Credit or amendment.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification indemnification; provided that documentation and information need not be so provided to the extent that the provision thereof would undermine or advancement of Expensesotherwise jeopardize attorney-client privilege. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 30 calendar days after receipt by the Corporation of the written request of the Indemnitee, unless subject to the provisions of Sections 8(b) and 9(c) below. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Corporation, or to provide such a request in a timely fashion, shall not relieve the Corporation of any liability that it may have to Indemnitee except to the extent that such failure actually and materially prejudices the interests of the Corporation. (b) With respect to requests for indemnification hereunder, solely to the extent required by applicable law, indemnification shall be made insofar as the Corporation determines within such 20-day period that the Indemnitee did not meet has met the applicable standard of conductconduct set forth herein. Such determinationAny determination as to whether Indemnitee has met the applicable standard of conduct set forth herein, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made made, in each instance the discretion of the Board, (a1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties not, and were not, a party to the Proceeding in respect of which indemnification is sought by the Indemnitee (“disinterested directors”), whether or not even if less than a quorumquorum of the Board, (b2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether even if less than a quorum of the Board, or not a quorum, (c3) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, Independent Counsel in a written opinion to the extent permitted Board, a copy of which shall be delivered to the Indemnitee. Any such determination with respect to requests for indemnification shall be made within the 30-day period referred to in Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee); provided that if such determination has not been made within such 30-day period, then the Indemnitee shall be deemed to have satisfied the applicable lawstandard of conduct; provided, further, that such 30-day period may be regular legal counsel extended for a reasonable time, not to exceed an additional 30 calendar days, if the person (or persons) making such determination in good faith requires such additional time to obtain or evaluate information relating thereto. 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 event the determination regarding standard of conduct has not been made within the period required by this Section 8(b), then the Indemnitee shall be deemed to have satisfied the applicable standard of conduct with respect to such Proceeding. For the purpose of the foregoing determination with respect to requests for indemnification or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth herein and the Company shall have the burden of proof to overcome that presumption and establish that the Indemnitee is not so entitled. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by either, as elected by the Indemnitee, (1) a majority vote of the disinterested directors, even if less than a quorum of the Board or (2) Independent Counsel selected as provided in this Section 8(c), in a written opinionopinion to the Board, or (d) a copy of which shall be delivered to the Indemnitee. The Independent Counsel shall be selected by the stockholders Indemnitee, unless the Indemnitee shall request that such selection be made by the Board. The party making the determination shall give written notice to the other party advising it of the Corporationidentity of the Independent Counsel so selected. The party receiving such notice may, within seven calendar days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth the factual basis of such assertion. Absent an objection delivered within such seven day period setting forth such objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 calendar days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Delaware Chancery Court for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable fees and expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary fees and expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. In the event the determination regarding standard of conduct has not been made by the disinterested directors within the foregoing 30-day period or within 30 calendar days of the date in which the Independent Counsel is finally determined pursuant to this Section 8(c), as the case may be, then the Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 calendar days, if the person (or persons) making such determination in good faith requires such additional time to obtain or evaluate information relating thereto. (bd) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (ce) The Corporation acknowledges that a settlement or other disposition short of final judgment may be successful on the merits or otherwise if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such Proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (f) The Indemnitee shall reasonably cooperate with the person, persons person (or entity persons) making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons person (or entity persons) upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom. (g) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation, including financial statements, or on information, opinions, reports or statements supplied to Indemnitee by the officers or employees of the Corporation or any subsidiary in the course of their duties, or on the advice of legal counsel for the Corporation or on information or records given or reports made to the Corporation by an independent certified public accountant or by an appraiser or other expert selected by the Corporation in accordance with applicable law. (h) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or any subsidiary shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Procedures. (a) In order to obtain indemnification or advancement Each Letter of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses Credit shall be made promptlyissued or amended, and in any event within 20 days after receipt by as the Corporation of case may be, upon the written request of the Indemnitee, unless the Corporation determines within such 20-day period that the Indemnitee did not meet Company delivered to the applicable standard Issuing Lender (with a copy to the Paying Agent) in the form of conductan L/C Application, appropriately completed and signed by a Responsible Officer of the Company. Such determination, and any determination that advanced Expenses L/C Application must be repaid received by the applicable Issuing Lender and the Paying Agent not later than 12:00 p.m. at least three (3) Business Days (or such later date and time as the Paying Agent and the applicable Issuing Lender may agree in a particular instance in their sole discretion) prior to the Corporationproposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such L/C Application shall specify in form and detail satisfactory to the applicable Issuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be made in each instance a Business Day); (aB) by a majority vote the amount thereof; (C) the expiry date thereof; (D) the name and address of the directors beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the applicable Issuing Lender may require. In the case of a request for an amendment of any outstanding Letter of Credit, such L/C Application shall specify in form and detail reasonably satisfactory to the applicable Issuing Lender (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the Corporation consisting of persons who are not at that time parties proposed amendment; and (D) such other matters as the applicable Issuing Lender may require. Additionally, the Company shall furnish to the Proceeding (“disinterested directors”)applicable Issuing Lender and the Paying Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, whether including any Issuer Documents, as the applicable Issuing Lender or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the CorporationPaying Agent may require. (b) The termination Promptly after receipt of any Proceeding L/C Application, the applicable Issuing Lender will confirm with the Paying Agent (by judgmenttelephone or in writing) that the Paying Agent has received a copy of such L/C Application from the Company and, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall if not, the applicable Issuing Lender will provide the Paying Agent with a copy thereof. Unless the applicable Issuing Lender has received written notice from any Lender, the Paying Agent or any Loan Party, at least one Business Day prior to the requested date of itselfissuance or amendment of the applicable Letter of Credit, create that one or more applicable conditions contained in Section 12 shall not be satisfied, then, subject to the terms and conditions hereof, the applicable Issuing Lender shall, on the requested date, issue a presumption that Letter of Credit for the Indemnitee did not act account of the Company or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in good faith each case in accordance with the applicable Issuing Lender's usual and in a manner that customary business practices. Immediately upon the Indemnitee reasonably believed to issuance of each Letter of Credit, each Lender shall be in, or not opposed deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the best interests applicable Issuing Lender a risk participation in such Letter of Credit in an amount equal to the Corporationproduct of such Lender's Pro Rata Share times the amount of such Letter of Credit. Each Lender hereby irrevocably and unconditionally agrees to purchase from LaSalle and Wxxxx, andas applicable, with respect a risk participation in each Existing Letter of Credit in an amount equal to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawfulthe product of such Lender's Pro Rata Share times the amount of such Existing Letter of Credit. (c) The Indemnitee shall cooperate If the Company so requests in any applicable L/C Application, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an "Auto-Extension Letter of Credit"); provided that any such Auto-Extension Letter of Credit must permit the applicable Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the persondate of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the "Non-Extension Notice Date") in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, persons the Company shall not be required to make a specific request to the applicable Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the applicable Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, or entity making would have no obligation, at such determination time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (b) or (c) of Section 2.3.1 or otherwise), or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is three Business Days before the Non-Extension Notice Date (A) from the Paying Agent that the Required Lenders have elected not to permit such extension or (B) from the Paying Agent, any Lender or the Company that one or more of the applicable conditions specified in Section 12.2 is not then satisfied, and in each case directing the applicable Issuing Lender not to permit such extension. (d) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Indemnitee’s entitlement to indemnificationbeneficiary thereof, 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 the applicable Issuing Lender will also deliver to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) Company and the Corporation hereby indemnifies the Indemnitee therefromPaying Agent a true and complete copy of such Letter of Credit or amendment.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to If a Parent Indemnitee asserts that it has a claim for Damages under this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 days after receipt by the Corporation of the written request of the Indemnitee, unless the Corporation determines within such 20-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directorsArticle XV, or if a Parent Indemnitee receives notice that any suit, action, investigation, claim or proceeding (each, a "Proceeding") is begun, made or instituted which might give rise to a claim for Damages, such the disinterested directors so directParent Indemnitee shall give prompt written notice to the Shareholders' Agent provided, by independent legal counsel (who mayhowever, that failure to give such notice shall not affect the Parent Indemnitee's rights provided hereunder unless, and then solely to the extent permitted that, the Company Shareholders are materially prejudiced as a result of such failure. The Shareholders' Agent may (with the consent of the Parent Indemnitee) defend, contest or otherwise protect the Parent Indemnitee against any such Proceeding at its sole cost and expense. If the Shareholders' Agent does not exercise such right, or the Parent Indemnitee does not consent thereto, the Parent Indemnitee shall participate in the defense thereof by applicable counsel of the Parent Indemnitee's choice and the Parent Indemnitee shall be entitled to recover the entire cost thereof, including, without limitation, reasonable attorneys' fees, disbursements and amounts paid as the result of such suit, action, investigation, claim or proceeding and all of such amounts shall be treated as "Damages" pursuant to Section 15.2 and pursuant to all limitations set forth in Section 15.2. If the Shareholders' Agent assumes the defense of any Proceeding, (i) no compromise or settlement of such claims may be effected without the Parent's consent, which shall not be unreasonably withheld, unless (x) there is no finding or admission of any violation of federal, state, local, municipal, foreign, international, multinational or other administrative order, law, ordinance, principal of common law, regulation, statute or treaty or any violation of the rights of any Person and no effect on any other claims that may be regular legal counsel to made against the CorporationParent Indemnitee and (y) the sole relief provided is monetary damages that are paid in a written opinion, or (d) full by the stockholders Company Shareholders; and (ii) the Parent Indemnitees will have no liability with respect to any compromise or settlement of such claims effected without the CorporationParent's consent. (b) The termination Shareholders' Agent may dispute a claim by the Parent for Damages under this Article XV by providing written notice to the Parent within 30 days after the Shareholders' Agent receives written notice of any Proceeding by judgmentsuch claim from the Parent. In such event, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, the Parent and Shareholders' Agent shall not, of itself, create a presumption that the Indemnitee did not act negotiate in good faith to resolve such dispute for a period of 60 days. If the Parent and the Shareholders' Agent cannot resolve such dispute within such time period, either party may demand arbitration. Any such arbitration will be conducted in the state of Minnesota under the rules in effect of the American Arbitration Association. The Parent and the Surviving Corporation shall be allowed to withhold from any Contingent Payment Obligation the amount of any claim for Damages that is being disputed until such claim is resolved, provided that such amount is placed in a manner that the Indemnitee reasonably believed to be insegregated, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawfulinterest-bearing account during such period. (c) The Indemnitee shall cooperate with Notwithstanding the person, persons or entity making such determination with respect provisions of Sections 15.3(a) and 15.3(b) to the Indemnitee’s entitlement to indemnificationcontrary, including providing to if a Parent Indemnitee asserts a claim for Damages against the Escrow Funds, the method of asserting, and payment of, such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred an indemnification claim shall be governed by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective terms of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromEscrow Agreement, provided that such amount is placed in a segregated, interest-bearing account during such period.

Procedures. (a) In order to obtain Section 10.1. To the fullest extent permitted by law, the indemnification provided for in this Agreement shall be deemed mandatory. To the extent that, under applicable law, any indemnification provided for in this Agreement is treated as discretionary, any indemnification determination, unless ordered by a court or advancement of Expenses advanced pursuant to Section 8.1 of this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall may be made promptly, and in any event within 20 days after receipt by the Corporation of only as authorized in the written request of the Indemnitee, unless the Corporation determines within such 20-day period specific case upon a determination that the indemnification of Indemnitee did not meet is proper in the applicable standard of conductcircumstances. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance made: (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporation.; (b) The termination by the Board of any Proceeding Directors by judgment, order, settlement, conviction or upon a plea majority vote of nolo contendere or its equivalent, shall not, a quorum consisting of itself, create a presumption that directors who are not parties to the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful.; (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect if a majority vote of a quorum of directors who are not parties to the Proceeding so orders, by Independent Counsel in a written opinion; or (d) if a quorum consisting of directors who are not parties to the Proceeding cannot be obtained, by Independent Counsel in a written opinion. Notwithstanding the foregoing, if at any time during the two (2)-year period prior to the date of any written application for indemnification submitted by Indemnitee in connection with a particular Proceeding there shall have occurred a Change of Control, the Board of Directors shall direct (unless Indemnitee otherwise agrees in writing) that the indemnification determination shall be made by Independent Counsel in a written opinion. Section 10.2. If the determination of Indemnitee’s entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel must be selected as provided in this Section 10.2. The Independent Counsel shall be selected by Indemnitee and Indemnitee must give written notice to the Corporation advising it of the Independent Counsel’s identity so selected, unless Indemnitee requests in writing that the Independent Counsel be selected by the Board of Directors. If the Independent Counsel is selected by the Board of Directors, the Corporation must give written notice to Indemnitee setting forth the identity of the Independent Counsel. In either event, Indemnitee or the Corporation, as the case may be, may, within ten (10) days after the written notice of selection is received, deliver to the other party a written objection to the selection. The objection may be asserted only on the grounds that the Independent Counsel selected does not meet the requirements of an “Independent Counsel” as defined in Article I of this Agreement, and the objection must set forth with particularity the factual basis of the assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If within twenty (20) days after submission by Indemnitee of a request for indemnification, including providing no Independent Counsel has been selected, either the Corporation or Indemnitee may petition a court with jurisdiction over the parties for resolution of the objection and/or the appointment of a person to be Independent Counsel selected by the court. Section 10.3. The Corporation agrees to pay the reasonable fees and Expenses of Independent Counsel and to indemnify fully and hold the Independent Counsel harmless against any and all Expenses, claims, liabilities, and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement. Section 10.4. The Corporation must promptly advise Indemnitee in writing if a determination is made that Indemnitee is not entitled to indemnification and must include a description of the reasons or basis for denial. If it is determined Indemnitee is entitled to indemnification, the payment to Indemnitee must be made as soon as practicable but in no event more than ten (10) days after the determination. Indemnitee must reasonably cooperate with the persons making the determination and, upon request, must provide such person, persons or entity upon reasonable advance request any documentation or with documents and information which is (that are not privileged or otherwise protected from disclosure and which is protected) reasonably available to the Indemnitee and reasonably necessary to such the determination. Any All Expenses actually and reasonably incurred by the Indemnitee in so cooperating with the persons making the determination shall be borne paid by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the and agrees to hold Indemnitee therefromharmless from those Expenses.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 (i) in the case of indemnification under Sections 4 or 5or advancement of Expenses, 30 days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under this clause (ii) the Corporation determines determines, by clear and convincing evidence, within such 20the 60-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporation. (b) . The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (cb) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification indemnification; provided that documentation and information need not be so provided to the extent that the provision thereof would undermine or advancement of Expensesotherwise jeopardize attorney-client privilege. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 30 calendar days after receipt by the Corporation of the written request of the Indemnitee, unless subject to the provisions of Sections 8(b) and 9(c) below. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Corporation, or to provide such a request in a timely fashion, shall not relieve the Corporation of any liability that it may have to Indemnitee except to the extent that such failure actually and materially prejudices the interests of the Corporation. ​ ​ ​ (b) With respect to requests for indemnification hereunder, solely to the extent required by applicable law, indemnification shall be made insofar as the Corporation determines within such 20-day period that the Indemnitee did not meet has met the applicable standard of conductconduct set forth herein. Such determinationAny determination as to whether Indemnitee has met the applicable standard of conduct set forth herein, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made made, in each instance the discretion of the Board, (a1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties not, and were not, a party to the Proceeding in respect of which indemnification is sought by the Indemnitee (“disinterested directors”), whether or not even if less than a quorumquorum of the Board, (b2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether even if less than a quorum of the Board, or not a quorum, (c3) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, Independent Counsel in a written opinion to the extent permitted Board, a copy of which shall be delivered to the Indemnitee. Any such determination with respect to requests for indemnification shall be made within the 30-day period referred to in Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee); provided that if such determination has not been made within such 30-day period, then the Indemnitee shall be deemed to have satisfied the applicable lawstandard of conduct; provided, further, that such 30-day period may be regular legal counsel extended for a reasonable time, not to exceed an additional 30 calendar days, if the person (or persons) making such determination in good faith requires such additional time to obtain or evaluate information relating thereto. 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 event the determination regarding standard of conduct has not been made within the period required by this Section 8(b), then the Indemnitee shall be deemed to have satisfied the applicable standard of conduct with respect to such Proceeding. For the purpose of the foregoing determination with respect to requests for indemnification or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth herein and the Company shall have the burden of proof to overcome that presumption and establish that the Indemnitee is not so entitled. ​ (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by either, as elected by the Indemnitee, (1) a majority vote of the disinterested directors, even if less than a quorum of the Board or (2) Independent Counsel selected as provided in this Section 8(c), in a written opinionopinion to the Board, a copy of which shall be delivered to the Indemnitee. The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven calendar days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth the factual basis of such assertion. Absent an objection delivered within such seven day period setting forth such ​ ​ ​ objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 calendar days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Delaware Chancery Court for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable fees and expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary fees and expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. In the event the determination regarding standard of conduct has not been made by the disinterested directors within the foregoing 30-day period or within 30 calendar days of the date in which the Independent Counsel is finally determined pursuant to this Section 8(c), as the case may be, then the Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 calendar days, if the person (or persons) making such determination in good faith requires such additional time to obtain or evaluate information relating thereto. ​ (d) by the stockholders of the Corporation. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. ​ (e) The Corporation acknowledges that a settlement or other disposition short of final judgment may be successful on the merits or otherwise if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such Proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (cf) The Indemnitee shall reasonably cooperate with the person, persons person (or entity persons) making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons person (or entity persons) upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.​ ​

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 sixty (60) days after receipt by the Corporation of the written request of the Indemnitee, unless the Corporation determines within such 20-sixty (60) day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (ai) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (bii) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (ciii) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (div) by the stockholders of the Corporation. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In Unless waived in writing by the Corporation, in order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 (i) in the case of advancement of Expenses under Section 7, 30 calendar days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, 60 calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and (c) below. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines within such 20-day period that the Indemnitee did has not meet met the applicable standard of conductconduct set forth in Section 2. Such determinationAny determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be repaid to the Corporation, shall be made made, in each instance the discretion of the Board of Directors of the Corporation, (a1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c3) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) Independent Counsel in a written opinionopinion to the Board, or (d4) by the stockholders of the Corporation. . Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (bii) The termination of any Proceeding Section 8(a) (unless extended by judgmentmutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, the Indemnitee shall not, of itself, create be entitled to a presumption that he or she has met the Indemnitee did not act applicable standard of conduct set forth in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawfulSection 2. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect Notwithstanding anything to the Indemnitee’s entitlement to indemnificationcontrary set forth in this Agreement, including providing to such personif a request for indemnification is made after a Change in Control, 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 at the election of the Indemnitee made in writing to the Indemnitee and reasonably necessary Corporation, any determination required to such determination. Any Expenses actually and reasonably incurred by be made pursuant to Section 8(b) above as to whether the Indemnitee in so cooperating has met the applicable standard of conduct or is required to repay advanced Expenses shall be borne made by the Corporation (irrespective of the determination Independent Counsel selected as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.provided in this

Procedures. Promptly after receipt by any Purchaser Party (athe “Indemnified Person”) In order of notice of any demand, claim or circumstances which would or might give rise to obtain indemnification a claim or advancement the commencement of Expenses any Proceeding in respect of which indemnity may be sought pursuant to this AgreementSection 4.11, such Indemnified Person shall promptly notify the Indemnitee Company in writing and the Company shall submit to assume the Corporation a written requestdefense thereof, including in the employment of counsel reasonably satisfactory to such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptlyIndemnified Person, and in any event within 20 days after receipt by shall assume the Corporation payment of the written request of the Indemniteeall fees and expenses relating to such Proceeding; provided, unless the Corporation determines within such 20-day period however, that the Indemnitee did failure of any Indemnified Person so to notify the Company shall not meet relieve the applicable standard Company of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, its obligations hereunder except to the extent permitted that the Company is actually and materially prejudiced in the defense of such Proceeding by applicable lawsuch failure to notify. Notwithstanding the foregoing, in any such Proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be regular legal at the expense of such Indemnified Person; provided, that such fees and expenses shall be paid by the Company if (i) the Company and the Indemnified Person shall have mutually agreed to the retention of such counsel, (ii) the Company shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such Proceeding or (iii) in the reasonable judgment of counsel to the Corporation) in a written opinionsuch Indemnified Person, or (d) representation of both parties by the stockholders of the Corporation. same counsel would be inappropriate due to actual or potential differing interests between them. The Company shall not be liable for (bi) The termination any settlement by an Indemnified Person of any Proceeding effected without the Company’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) or (ii) fees or costs incurred pursuant to this Section 4.11 to the extent such fees or costs are attributable to the Indemnified Person’s breach of any of the representations, warranties, covenants or agreements made by judgmentPurchaser in this Agreement or the other Transaction Documents. Without the prior written consent of the Indemnified Person (which consent shall not be unreasonably withheld, order, settlement, conviction delayed or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed toconditioned), the best interests Company shall not effect any settlement of the Corporationany pending or threatened Proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, and, with respect to any criminal unless such settlement includes an unconditional release of such Indemnified Person from all liability arising out of such Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 (i) in the case of indemnification under Sections 4, 5 or 9(d) or advancement of Expenses, 30 days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under this clause (ii) the Corporation determines determines, by clear and convincing evidence, within such 20the 60-day period referred to above that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made as follows: (i) if a Change in each instance Control shall have occurred, by Special Independent Counsel in a written opinion to the Board of Directors of the Corporation, a copy of which shall be delivered to the Indemnitee (aunless the Indemnitee shall request that such determination be made by the Board of Directors of the Corporation, in which case the determination shall be made in the manner provided below in clauses (y)(l) or (y)(2)). (ii) in all other cases, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c3) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinionopinion to the Board, or (d4) by the stockholders of the Corporation. (b) In the event that a Change in Control shall have occurred and the determination of entitlement to indemnification is to be made by Special Independent Counsel, the Special Independent Counsel shall be selected as provided in this Section 9(b). The termination of any Proceeding Special Independent Counsel shall be selected by judgmentthe Indemnitee, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that unless the Indemnitee did not act in good faith and in a manner shall request that such selection be made by the Indemnitee reasonably believed to be in, or not opposed to, the best interests Board of Directors of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) . The Indemnitee shall cooperate with the person, persons or entity party making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.the

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 (i) in the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) below. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines within such 20-day period that the Indemnitee did has not meet met the applicable standard of conductconduct set forth in Section 2. Such determinationAny determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made made, in each instance the discretion of the Board of Directors of the Corporation, (a1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c3) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) Independent Counsel in a written opinionopinion to the Board, or (d4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (bc) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (ce) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 60 days after receipt by the Corporation of the written request of the Indemnitee, unless the Corporation determines within such 2060-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporation. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within (i) in the case of advancement of Expenses under Section 7, 20 calendar days after receipt by the Corporation of the written request of the Indemnitee, unless or (ii) in the case of all other indemnification, 30 calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and (c) below. (b) With respect to requests for indemnification under Section 2, indemnification shall be made insofar as the Corporation determines within such 20-day period that the Indemnitee did not meet has met the applicable standard of conductconduct set forth in Section 2. Such determinationAny determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made made, in each instance the discretion of the Board of Directors of the Corporation, (a1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c3) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) Independent Counsel in a written opinionopinion to the Board, or (d4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 30-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2. (bc) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable fees and expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary fees and expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (ce) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (f) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order to obtain indemnification or advancement Each Letter of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses Credit shall be made promptlyissued or amended, and in any event within 20 days after receipt by as the Corporation of case may be, upon the written request of the Indemnitee, unless the Corporation determines within such 20-day period that the Indemnitee did not meet Company delivered to the applicable standard Issuing Lender (with a copy to the Administrative Agent) in the form of conductan L/C Application, appropriately completed and signed by a Senior Officer of the Company. Such determinationL/C Application may be sent by facsimile, and by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable Issuing Lender, by personal delivery or by any determination that advanced Expenses other means acceptable to such Issuing Lender. Such L/C Application must be repaid received by the applicable Issuing Lender and the Administrative Agent not later than 12:00 p.m. at least three (3) Business Days (or such later date and time as the Administrative Agent and the applicable Issuing Lender may agree in a particular instance in their sole discretion) prior to the Corporationproposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such L/C Application shall specify in form and detail satisfactory to the applicable Issuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be made in each instance a Business Day); (aB) by a majority vote the amount thereof; (C) the expiry date thereof; (D) the name and address of the directors beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the applicable Issuing Lender may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such L/C Application shall specify in form and detail reasonably satisfactory to the applicable Issuing Lender (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the Corporation consisting of persons who are not at that time parties proposed amendment; and (D) such other matters as the applicable Issuing Lender may require. Additionally, the Company shall furnish to the Proceeding (“disinterested directors”)applicable Issuing Lender and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, whether including any Issuer Documents, as the applicable Issuing Lender or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the CorporationAdministrative Agent may reasonably require. (b) The termination Promptly after receipt of any Proceeding L/C Application, the applicable Issuing Lender will confirm with the Administrative Agent (by judgmenttelephone or in writing) that the Administrative Agent has received a copy of such L/C Application from the Company and, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall if not, the applicable Issuing Lender will provide the Administrative Agent with a copy thereof. Unless the applicable Issuing Lender has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one (1) Business Day prior to the requested date of itselfissuance or amendment of the applicable Letter of Credit, create that one or more applicable conditions contained in Section 12 shall not be satisfied, then, subject to the terms and conditions hereof, the applicable Issuing Lender shall, on the requested date, issue a presumption that Letter of Credit for the Indemnitee did not act account of the Company or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in good faith each case in accordance with the applicable Issuing Lender’s usual and in a manner that customary business practices. Immediately upon the Indemnitee reasonably believed to issuance of each Letter of Credit, each Lender shall be in, or not opposed deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the best interests applicable Issuing Lender a risk participation in such Letter of Credit in an amount equal to the Corporation, and, product of such Lender’s Pro Rata Share times the amount of such Letter of Credit. Each Lender hereby irrevocably and unconditionally agrees to purchase from the Issuing Lenders with respect to any criminal Proceedingthe Existing Letters of Credit, had reasonable cause as applicable, a risk participation in each Existing Letter of Credit in an amount equal to believe that his or her conduct was unlawfulthe product of such Lender’s Pro Rata Share times the amount of such Existing Letter of Credit. (c) The Indemnitee shall cooperate If the Company so requests in any applicable L/C Application, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that, any such Auto-Extension Letter of Credit must permit the applicable Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the persondate of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, persons the Company shall not be required to make a specific request to the applicable Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the applicable Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, or entity making would have no obligation, at such determination time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (b) or (c) of Section 2.3.1 or otherwise), or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the Company that one or more of the applicable conditions specified in Section 12.2 is not then satisfied, and in each case directing the applicable Issuing Lender not to permit such extension. (d) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Indemnitee’s entitlement to indemnificationbeneficiary thereof, 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 the applicable Issuing Lender will also deliver to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) Company and the Corporation hereby indemnifies the Indemnitee therefromAdministrative Agent a true and complete copy of such Letter of Credit or amendment.

Procedures. (a) In order to obtain Section 10.1. To the fullest extent permitted by law, the indemnification provided for in this Agreement shall be deemed mandatory. To the extent that, under applicable law, any indemnification provided for in this Agreement is treated as discretionary, any indemnification determination, unless ordered by a court or advancement of Expenses advanced pursuant to Section 8.1 of this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall may be made promptly, and in any event within 20 days after receipt by the Corporation of only as authorized in the written request of the Indemnitee, unless the Corporation determines within such 20-day period specific case upon a determination that the indemnification of Indemnitee did not meet is proper in the applicable standard of conductcircumstances. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance made: (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (di) by the stockholders of the Corporation; (ii) by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to the Proceeding; (iii) if a majority vote of a quorum of directors not parties to the Proceeding so orders, by Independent Counsel in a written opinion; or (iv) if a quorum consisting of directors who are not parties to the Proceeding cannot be obtained, by Independent Counsel in a written opinion. Notwithstanding the foregoing, if at any time during the two (2) year period prior to the date of any written application for indemnification submitted by Indemnitee in connection with a particular Proceeding there shall have occurred a Change of Control, the Board of Directors shall direct (unless Indemnitee otherwise agrees in writing) that the indemnification determination shall be made by Independent Counsel in a written opinion. (b) The termination Section 10.2. If the determination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel must be selected as provided in this Section 10.2. The Independent Counsel shall be selected by Indemnitee and Indemnitee must give written notice to the Corporation advising it of the Independent Counsel’s identity so selected, unless Indemnitee requests in writing that the Independent Counsel be selected by the Board of Directors. If the Independent Counsel is selected by the Board of Directors, the Corporation must given written notice to Indemnitee setting forth the identity of the Independent Counsel. In either event, Indemnitee or the Corporation, as the case may be, may, within ten (10) days after the written notice of selection is received, deliver to the other party a written objection to the selection. These objections may be asserted only on the grounds that the Independent Counsel selected does not meet the requirements of an “Independent Counsel” as defined in Article I of this Agreement, and the objection must set forth with particularity the factual basis of the assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If within twenty (20) days after submission by Indemnitee of a request for indemnification, including providing no Independent Counsel has been selected, either the Corporation or Indemnitee may petition a court with jurisdiction over Section 10.3. The Corporation agrees to pay the reasonable fees and Expenses of Independent Counsel in accordance with Article VIII and to fully indemnify and hold the Independent Counsel harmless against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement. Section 10.4. The Corporation must promptly advise Indemnitee in writing if a determination is made that Indemnitee is not entitled to indemnification and must include a description of the reasons or basis for denial. If it is determined Indemnitee is entitled to indemnification, the payment to Indemnitee must be made as soon as practicable but in no event more than ten (10) days after the determination. Indemnitee must reasonably cooperate with the persons making the determination and, upon request, must provide such person, persons or entity upon reasonable advance request any documentation or with documents and information (which is are not privileged or otherwise protected from disclosure and which is protected) reasonably available to the Indemnitee and reasonably necessary to such the determination. Any All Expenses actually and reasonably incurred by the Indemnitee in so cooperating with the persons making the determination shall be borne paid by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the and agrees to hold Indemnitee therefromharmless from those Expenses.

Procedures. (a) In order Disputes to obtain indemnification or advancement of Expenses pursuant to this Agreementbe resolved by an Independent Expert shall be resolved in accordance with mutually agreed procedures and rules and, failing such agreement, in accordance with the Indemnitee shall submit rules and procedures as set forth in the 2018 CPR Non-Administered Arbitration Rules (“CPR”), except to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee referenced CPR is entitled to indemnification or advancement of Expensesinconsistent with the Dispute resolution procedures as provided herein, in which event the Dispute resolution procedures as provided in this Agreement shall govern and control. Any such indemnification or advancement of Expenses The Independent Expert shall be made promptly, and instructed by the Parties to resolve such dispute as soon as reasonably practicable in light of the circumstances but in any event within 20 15 days after receipt by the Corporation of the written request of the Indemnitee, unless the Corporation determines for Title Defects or Title Benefits and within such 20-day period that the Indemnitee did not meet the applicable standard of conduct30 days for Environmental Defects. Such determination, and any determination that advanced Expenses must The Independent Expert award shall be repaid to the Corporationin writing, shall be made signed by the Independent Expert and shall include a statement of written findings of fact and conclusions regarding the reasons for his/her determination, which shall include, if applicable, as to (A) whether the subject defect (benefit) exists or has been cured and, subject to the following sentence, the resulting defect value, (B) the deficiencies in any notice of the foregoing and the specific supplemental information that, if provided, would cause such notice to be in compliance with the terms hereof, and/or (C) the adequacy of any curative action, including any such additional curative actions necessary to cure properly any asserted defect, as applicable, in each instance (a) by a majority vote case, including the Independent Expert’s rationale for the determination. The Independent Expert may consult with and engage disinterested third parties to advise the Independent Expert but shall disclose to the Parties the identities of any such consultants. Any such consultant shall not have worked as an employee of or consultant for either Party or its Affiliates during the two-year period preceding the expert determination and shall not have any financial interest in the dispute. The decision and award of the directors of Independent Expert shall be binding upon the Corporation consisting of persons who are not at that time parties and final and non-appealable to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the maximum extent permitted by applicable law, and judgment thereon may be regular legal counsel entered in a court of competent jurisdiction and enforced by any Party as a final judgment of such court. Notwithstanding anything to the Corporation) contrary herein, the Independent Expert shall be limited to awarding only the final amount proposed by either Party in its submissions pursuant to this Section 8.2. To the extent the Independent Expert determination includes a written opiniondistribution of escrowed funds, or (d) by the stockholders prevailing party shall be entitled to receipt of the Corporationawarded funds within 48 hours of the Parties’ receipt of the Independent Expert determination. (b) The termination A qualified Independent Expert to address a Title Defect/Benefit shall be an attorney with at least 15 years of any Proceeding by judgmentexperience, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, which shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, include substantial experience with respect to any criminal Proceeding, had reasonable cause participation in oil and gas purchase and sale transactions and examining oil and gas titles in the State and region in which the affected Assets are located. A qualified Independent Expert to believe that his or her conduct was unlawful. (c) The Indemnitee address an Environmental Defect shall cooperate be an environmental expert with the person, persons or entity making such determination at least ten years’ experience with respect to investigations and remediation of oil and gas producing properties in the Indemnitee’s entitlement jurisdiction in which the affected Assets are located. A qualified Independent Expert to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating address a final accounting issue shall be borne by an independent certified public accounting firm qualified and of national recognition in the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromUnited States.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information not protected by a privilege of Indemnitee as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expensesindemnification. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 60 days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Subparagraphs 8(b) and 8(e) below. (b) With respect to requests for indemnification under Paragraph 2, except as set forth in Paragraph 10, no indemnification shall be made under this Agreement unless the Corporation determines within such 20-day period it is determined that the Indemnitee did not meet has met the applicable standard of conductconduct set forth in Paragraph 2. Such determinationThe determination of whether Indemnitee has met the applicable standard of conduct set forth in Paragraph 2, and any determination that Expenses that have been advanced Expenses pursuant to Paragraph 7 must be subsequently repaid to the Corporation, shall be made in each instance (ai) if there are two or more Disinterested Directors, by the Board by a majority vote of all the directors Disinterested Directors, a majority of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not whom shall for such purpose constitute a quorum, (b) or by a majority of the members of a committee of disinterested directors designated two or more Disinterested Directors appointed by a majority vote of disinterested directorssuch vote; (ii) by special legal counsel (A) selected in the manner prescribed in clause (i), whether or not a quorum, (cB) if there are no disinterested directorsfewer than two Disinterested Directors, or if selected by the disinterested Board, in which selection directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opiniondo not qualify as Disinterested Directors may participate, or (diii) by the stockholders shareholders of the Corporation. Corporation (bbut shares owned by or voted under the control of a director who at the time does not qualify as a Disinterested Director may not be voted on the determination). Such determination shall be made within the 60-day period referred to in Subparagraph 8(a) The termination (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of any Proceeding by judgmentthe foregoing determination with respect to requests for indemnification under Paragraph 2 or repayment of advanced Expenses, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, Indemnitee shall not, of itself, create be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Paragraph 2 and is entitled to indemnification. The Corporation acknowledges that Indemnitee did may settle a Proceeding in order to avoid expense, delay, distraction, disruption and uncertainty and that, therefore, any such settlement (with or without payment of money or other consideration) shall not act in good faith and in a manner that of itself overcome the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawfulpresumption set forth above. (c) The Indemnitee shall cooperate be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne care by the Corporation or its affiliates. The provisions of this Paragraph 8(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (irrespective d) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (e) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification pursuant to Paragraph 2 is made after a Change in Control, at the election of Indemnitee made in writing to the Corporation, the determination required to be made pursuant to Subparagraph 8(b) above as to whether Indemnitee has met the Indemnitee’s entitlement applicable standard of conduct or is required to indemnificationrepay advanced Expenses shall be made by Independent Counsel. The Independent Counsel shall be selected in the manner prescribed in clause (ii) of Subparagraph 8(b). Indemnitee may, within 10 days after written notice of selection shall have been given, deliver to the Corporation, a written objection to such selection. Absent a timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn. If, within 20 days after submission by Indemnitee of a written request for Independent Counsel, no Independent Counsel shall have been selected and not objected to, either the Corporation or Indemnitee may petition any court of competent jurisdiction 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 so appointed shall act as Independent Counsel under this Subparagraph 8(e). The Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to this Subparagraph 8(e), and the Corporation hereby indemnifies shall pay all reasonable fees and expenses incident to the procedures of this Subparagraph 8(e), regardless of the manner in which such Independent Counsel was selected or appointed. (f) Indemnitee’s rights hereunder to receive payment of amounts as indemnification or advancement of expenses shall not be subject to offset, set-off or reduction on account of, and shall be separate from, any obligation or liability that Indemnitee therefrommay have to the Corporation or any subsidiary and shall be paid without regard thereto.

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by the respective Pledgor) be pledged pursuant to Section 3.1 of this Agreement and, in addition thereto, the respective Pledgor shall (to the extent provided below) take the following actions as set forth below (as promptly as practicable and, in any event, within 10 Business Days after it obtains such Collateral) for the benefit of the Pledgee and the other Secured Creditors: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary), the respective Pledgor shall physically deliver such Certificated Security to the Pledgee, endorsed to the Pledgee or endorsed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), the respective Pledgor shall cause the issuer of such Uncertificated Security (or, in the case of an issuer that is not a Subsidiary of such Pledgor, will use its reasonable efforts to cause such issuer) to duly authorize and execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the other Secured Creditors substantially in the form of Annex H hereto (appropriately completed to the reasonable satisfaction of the Pledgee and with such modifications, if any, as shall be reasonably satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the respective Pledgor shall promptly notify the Pledgee thereof and shall promptly take all actions required (x) to comply with the applicable rules of such Clearing Corporation or Securities Intermediary, and (y) to perfect the security interest of the Pledgee under applicable law (including, in any event, under Sections 9-314(a) and (c), 9-106 and 8-106(d) of the UCC). The Pledgor further agrees to take such actions as the Pledgee deems reasonably necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), (x) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate and is a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (y) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate or is not a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof; (v) with respect to any Note, physical delivery of such Note to the Pledgee, endorsed to the Pledgee or endorsed in blank; and (vi) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof for which the Pledgee is entitled to retain pursuant to the terms of this Agreement, (i) establishment by the Indemnitee Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall submit to have “control” within the Corporation a meaning of the UCC and at any time any Default or an Event of Default is in existence no withdrawals or transfers may be made therefrom by any Person except with the prior written request, including consent of the Pledgee and (ii) deposit of such cash in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 days after receipt by the Corporation of the written request of the Indemnitee, unless the Corporation determines within such 20-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporationcash account. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that In addition to the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed actions required to be intaken pursuant to Section 3.2(a) hereof, or not opposed to, each Pledgor shall take the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Securities and Collateral: (i) with respect to indemnificationall Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing or under the laws of any relevant State other than the State of New York), the respective Pledgor shall take all actions as may be reasonably requested from time to time by the Pledgee so that “control” of such personCollateral is obtained and at all times held by the Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant States, persons or entity upon reasonable advance request any documentation or information covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee has a security interest in all Investment Property and other Collateral which is not privileged or otherwise protected from disclosure and which is reasonably available perfected by the filing of such financing statements (in each case to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred maximum extent perfection by filing may be obtained under the Indemnitee in so cooperating shall be borne by the Corporation (irrespective laws of the determination as to relevant States, including, without limitation, Section 9-312(a) of the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromUCC).

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 (i) in the case of advancement of Expenses under Section 7, 30 calendar days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, 60 calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) below. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines within such 20-day period that the Indemnitee did has not meet met the applicable standard of conductconduct set forth in Section 2. Such determinationAny determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made made, in each instance the discretion of the Board of Directors of the Corporation, (a1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c3) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) Independent Counsel in a written opinionopinion to the Board, or (d4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (bc) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (ce) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by such Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, in addition thereto, such Pledgor shall (as promptly as practicable and, in any event, within 10 days after it obtains such Collateral) for the Indemnitee benefit of the Pledgee and the Beneficiaries: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall submit physically deliver such Certificated Security to the Corporation a written requestPledgee, including in such request such documentation and information as is reasonably available endorsed to the Indemnitee Pledgee or endorsed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall cause the issuer of such Uncertificated Security to duly authorize, execute, and is reasonably necessary deliver to determine whether the Pledgee, an agreement for the benefit of the Pledgee and the other Beneficiaries substantially in the form of Annex G hereto (appropriately completed to what extent the Indemnitee is entitled to indemnification or advancement satisfaction of Expenses. Any the Pledgee and with such indemnification or advancement of Expenses modifications, if any, as shall be made promptlysatisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any other person other than a court of competent jurisdiction; (iii) with respect to any Collateral which constitutes a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), such Pledgor shall promptly notify the Pledgee thereof and shall promptly take (x) all actions required (i) to comply with the applicable rules of such Clearing Corporation or Securities Intermediary, and (ii) to perfect the security interest of the Pledgee under applicable law (including, in any event within 20 days after receipt by the Corporation of the written request of the Indemniteeevent, unless the Corporation determines within such 20under Sections 9-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”314(a), whether or not a quorum, (b) and (c), 9-106 and 8-106(d) of the UCC) and (y) such other actions as the Pledgee deems necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a committee certificate and is a Security for purposes of disinterested directors designated the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a majority vote of disinterested directors, whether certificate or is not a quorumSecurity for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof; (v) with respect to any Note, physical delivery of such Note to the Pledgee, endorsed in blank, or, at the request of the Pledgee, endorsed to the Pledgee; and (vi) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof retained by the Pledgee in accordance with the terms hereof, (ci) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) establishment by the stockholders Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall have “control” within the meaning of the CorporationUCC and at any time any Default or Event of Default is in existence no withdrawals or transfers may be made therefrom by any person except with the prior written consent of the Pledgee, and (ii) deposit of such cash in such cash account. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that In addition to the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed actions required to be intaken pursuant to Section 3.2(a) hereof, or not opposed to, each Pledgor shall take the best interests of the Corporation, and, following additional actions with respect to the Collateral: (i) with respect to all Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any criminal Proceedingprovision of the UCC as same may be amended or supplemented from time to time, had reasonable or under the laws of any relevant State other than the State of New York), such Pledgor shall take all actions as may be requested from time to time by the Pledgee so that “control” of such Collateral is obtained and at all times held by the Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on appropriate forms) under the Uniform Commercial Code as in effect in the various relevant States, covering all Collateral hereunder (with the form of such financing statements to believe be satisfactory to the Pledgee), to be filed in the relevant filing offices so that his or her conduct was unlawfulat all times the Pledgee’s security interest in all Investment Property and other Collateral which can be perfected by the filing of such financing statements (in each case to the maximum extent perfection by filing may be obtained under the laws of the relevant States, including, without limitation, Section 9-312(a) of the UCC) is so perfected. (c) The Indemnitee shall cooperate with To the personextent that any certificates, persons instruments of transfer or entity making such determination with respect other documents of title relating to any Collateral (“Title Documents”) that are required to be delivered to the Indemnitee’s entitlement Security Trustee pursuant to indemnificationSection 3.2(a) have already been delivered to Deutsche Bank AG, including providing to London Branch in its capacity as security trustee under and for the purposes of the security interests over 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 Collateral pursuant to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by Original Pledge Agreement, the Indemnitee in so cooperating requirements of Section 3.2(a) shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromdeemed satisfied.

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by such Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, in addition thereto, such Pledgor shall (to the extent provided below) take, or, in the case of Section 3.2(a)(v), authorize the Pledgee to take, the Indemnitee following actions as set forth below (as promptly as practicable and, in any event, within 30 days after it obtains such Collateral) for the benefit of the Pledgee and the Secured Creditors: (i) with respect to a Certificated Security, such Pledgor shall submit deliver such Certificated Security to the Corporation Pledgee with transfer powers executed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a written requestClearing Corporation), including such Pledgor shall cause the issuer of such Uncertificated Security (or, in the case of an issuer that is not a Subsidiary of such request Pledgor, will use reasonable efforts to cause such documentation issuer) to duly authorize and information as is reasonably available execute, and deliver to the Indemnitee Pledgee, an agreement for the benefit of the Pledgee and is reasonably necessary the other Secured Creditors substantially in the form of Annex G hereto (appropriately completed to determine whether the reasonable satisfaction of the Pledgee and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any with such indemnification or advancement of Expenses modifications, if any, as shall be made promptlyreasonably satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), such Pledgor shall promptly notify the Pledgee thereof and shall promptly take all actions required (i) to comply in all material respects with the applicable rules of such Clearing Corporation and (ii) to perfect the security interest of the Pledgee under applicable law (including, in any event within 20 days after receipt by the Corporation of the written request of the Indemniteeevent, unless the Corporation determines within such 20under Sections 9-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”314(a), whether or not a quorum, (b) and (c), 9-106 and 8-106(d) of the UCC). Such Pledgor further agrees to take such actions as the Pledgee deems reasonably necessary to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Interest credited on the books of a Clearing Corporation), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a committee certificate and is a Security for purposes of disinterested directors designated the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a majority vote of disinterested directors, whether certificate or is not a quorumSecurity for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof; and (v) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof which are not released to such Pledgor in accordance with Section 6 hereof, (ci) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (d) establishment by the stockholders Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall have exclusive and absolute control and dominion (and no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the CorporationPledgee) and (ii) deposit of such cash in such cash account. (b) The termination In addition to the actions required to be taken pursuant to Section 3.2(a) hereof, each Pledgor shall take the following additional actions with respect to the Collateral: (i) with respect to all Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, or under the laws of any Proceeding relevant State other than the State of New York), such Pledgor shall take all actions as may be reasonably requested from time to time by judgmentthe Pledgee so that “control” of such Collateral is obtained and at all times held by the Pledgee; (ii) each Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant states, order, settlement, conviction or upon a plea covering all Collateral hereunder (with the form of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed such financing statements to be insatisfactory to the Pledgee), or not opposed to, to be filed in the best interests relevant filing offices so that at all times the Pledgee has a security interest in all Collateral which is perfected by the filing of such financing statements (in each case to the maximum extent perfection by filing may be obtained under the laws of the Corporationrelevant states, including, without limitation, Section 9-312(a) of the UCC); and, (iii) with respect to any criminal Proceeding, had reasonable cause to believe that his deposit account (as defined in Section 9-102 of the UCC) of such Pledgor whereby or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to which the Indemnitee’s entitlement Pledgee may obtain “control” thereof within the meaning of Section 9-104 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to indemnificationtime, including providing or under the laws of any relevant State other than the State of New York), each Pledgor shall from time to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure time execute and which is deliver and cause the relevant depositary bank to execute and deliver a control agreement in form and substance reasonably available satisfactory to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromPledgee.

Procedures. (a) In order With respect to obtain indemnification or advancement of Expenses pursuant to any dispute governed by this AgreementSection 7.02, the Indemnitee Parties shall submit mutually appoint (i) a “big four” accounting firm, (ii) a law firm that is nationally recognized as being expert in Tax matters, or (iii) any other accounting firm that is nationally recognized as being an expert in Tax matters (the “Advisory Firm”) to resolve such dispute. In this regard, the Advisory Firm shall make determinations with respect to the Corporation disputed items based solely on representations made by Exelon and Constellation and their respective representatives, and not by independent review, and shall function only as an expert and not as an arbitrator and shall be required to make a written request, including determination in favor of one Party only. The Parties shall require the Advisory Firm to attempt to resolve all disputes no later than sixty (60) days after the submission of such request such documentation and information as is reasonably available dispute to the Indemnitee and is reasonably necessary to determine whether and to what extent Advisory Firm, but in no event later than the Indemnitee is entitled to indemnification due date for the payment of Taxes or advancement the filing of Expenses. Any such indemnification or advancement of Expenses shall be made promptlythe applicable Tax Return, if applicable, and in any event within 20 days after receipt agree that all decisions by the Corporation of Advisory Firm with respect thereto shall, absent fraud or manifest error, be final and conclusive and binding on the written request of the Indemnitee, unless the Corporation determines within such 20-day period that the Indemnitee did not meet the applicable standard of conductParties. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, The Advisory Firm shall be made resolve all disputes in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who maymanner consistent with this Agreement and, to the extent permitted by applicable lawnot inconsistent with this Agreement, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporation. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that consistent with the Indemnitee reasonably believed past practices of Exelon and its Affiliates, except as otherwise required by applicable Law. The Parties shall require the Advisory Firm to be inrender all determinations in writing to each of the Parties and to set forth, or not opposed toin reasonable detail, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to basis for such determination. Any Expenses actually The fees and reasonably incurred expenses of the Advisory Firm shall be paid by the Indemnitee in so cooperating shall be borne by non-prevailing Party. In any action to enforce the Corporation (irrespective final determination of the determination as Advisory Firm, each of the Parties irrevocably and unconditionally (i) consents and submits to the Indemnitee’s entitlement to indemnification) jurisdiction and venue of the courts of the State of Delaware and the Corporation hereby indemnifies federal courts of the Indemnitee therefromUnited States of America located within the State of Delaware (the “Delaware Courts”); (ii) waives, to the fullest extent it may effectively do so, any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens or any right of objection to jurisdiction on account of its place of incorporation or domicile, which it may now or hereafter have to the bringing of any such action or proceeding in any Delaware Court; (iii) consents to service of process in the manner provided by Section 8.05 (other than delivery by e-mail) or in any other manner permitted by law; and (iv) WAIVES ANY RIGHT TO TRIAL BY JURY.

Procedures. (a) In order the event that any claim or demand for which an indemnifying party (“Indemnitor”) would be liable to obtain indemnification an indemnified party (“Indemnitee”) hereunder is asserted against or advancement of Expenses pursuant sought to this Agreementbe collected from an Indemnitee (whether directly by such Indemnitee or by a third party), the Indemnitee shall submit promptly notify Indemnitor of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the Corporation a written request, including extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the “Claim Notice”); provided that no defect in the prompt delivery of or the information contained in such request Claim Notice will relieve such documentation Indemnitor from any obligation under this Article VIII, except to the extent such failure actually and information as is reasonably available materially prejudices such Indemnitor. The Indemnitor shall then have fifteen (15) Business Days from the delivery of the Claim Notice (the “Notice Period”) to notify the Indemnitee (x) whether or not it disputes its liability to the Indemnitee hereunder with respect to such claim or demand and is reasonably necessary (y) whether or not it desires, at its sole cost and expense, to determine whether and to what extent defend the Indemnitee against such claim or demand. If the Indemnitor assumes the defense of such claim or demand, it shall be deemed to have acknowledged that any amounts that become due with respect to such claim or demand, if successful, are indemnifiable Losses subject to the terms and conditions of this Agreement. (i) If the Indemnitor disputes its liability with respect to such claim or demand or the amount thereof, to the extent permissible under the terms of the RW Policy, such claim or demand shall not be settled without the prior written consent of the Indemnitor (not to be unreasonably withheld, conditioned or delayed). (ii) In the event that the Indemnitor notifies the Indemnitee within the Notice Period that it desires to defend the Indemnitee against such claim or demand, then, except as hereinafter provided, the Indemnitor shall have the right to defend the Indemnitee by appropriate proceedings; provided, however, the Indemnitor shall not, without the prior written consent of the Indemnitee (which consent will not be unreasonably withheld, delayed or conditioned) and the insurer to the extent required pursuant to the terms of the RW Policy, consent to the entry of any judgment against the Indemnitee or enter into any settlement or compromise unless (A) as an unconditional term thereof, the claimant or plaintiff to the Indemnitee grants a full release of Indemnitee and its Affiliates, in form and substance satisfactory to the Indemnitee, from all liability in respect of such claim or demand; (B) there is no finding or admission of any violation of applicable Law; and (C) the sole relief provided is monetary damages that have been in full deposited by Indemnitor into a special account notified to the Indemnitee. If any Indemnitee desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. (iii) The Indemnitor shall not be entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 days after receipt by the Corporation assume control of the written request defense of a Claim if: (A) in the reasonable opinion of the Indemnitee, unless any such claim or demand or the Corporation determines within litigation or resolution of any such 20claim or demand involves equitable or injunctive relief, or would impose criminal liability or criminal damages, (B) based upon the advice of counsel to the Indemnitee, a non-day period waivable conflict of interest exists between the Indemnitor and the Indemnitee, (C) Indemnitee or the insurer is required to assume the defense of such Claim pursuant to the RW Policy; (D) such Claim (including any third-party Claim) is to be satisfied primarily through a claim made by Buyer under the RW Policy; (E) such Claim is brought by a Governmental Authority; or (F) the Indemnitor has failed or is failing to prosecute and defend vigorously such Claim; provided, however, that the Indemnitee did shall not meet settle any such claim or demand without the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote prior written consent of the directors Indemnitor, which consent shall not be unreasonably withheld or delayed. If the Indemnitee should elect to exercise such right to assume control of the Corporation consisting defense or settlement of persons who are a Claim, the Indemnitor shall have the right to participate in, but not control, the defense or settlement of such claim or demand, at that time parties its sole cost and expense. (iv) If the Indemnitor elects not to defend the Proceeding (“disinterested directors”)Indemnitee against such claim or demand, whether by not giving the Indemnitee timely notice as provided above or not a quorumotherwise, (b) by a committee then the amount of disinterested directors designated by a majority vote of disinterested directors, whether any such claim or not a quorum, (c) if there are no disinterested directorsdemand, or if the disinterested directors so directsame be defended by the Indemnitor or by the Indemnitee (but no Indemnitee shall have any obligation to defend any such claim or demand) then that portion thereof as to which such defense is unsuccessful, by independent legal in each case shall be conclusively deemed to be a liability of the Indemnitor hereunder, unless the Indemnitor shall have disputed its liability to the Indemnitee hereunder, as provided in clause (i) above. (v) For all purposes of this Article VIII, the Indemnitor and Indemnitee shall reasonably cooperate with, and make available to, the other party and its representatives, upon reasonable prior notice, information, records and data, and shall permit reasonable access during normal business hours to its facilities and personnel, in each case, as may be reasonably required in connection with the resolution of such disputes; provided that such access does not interfere with the conduct of the business of such party and its Affiliates and materials may be redacted as necessary to address reasonable attorney client or other privilege or bona fide confidentiality concerns. In connection therewith, each Party agrees that (A) it will use its reasonable efforts, in respect of any Claim in which it has assumed or participated in the defense, to avoid production of confidential information (consistent with applicable Law and applicable rules of procedure), and (B) all communications between a Party hereto and counsel (who mayresponsible for or participating in the defense of any Claim shall, to the extent permitted by applicable lawpossible, be regular legal counsel made so as to the Corporation) in a written opinion, preserve any applicable attorney-client or (d) by the stockholders of the Corporationwork-product privilege. (b) The termination Any payment made to or on behalf of a party pursuant to Article VIII shall be treated by Buyer and Seller for U.S. federal and applicable state and local income Tax purposes as an adjustment to the Purchase Price, and the Parties agree not to take any Proceeding position inconsistent therewith, unless otherwise required by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawfulapplicable Law. (c) The Indemnitee Subject to the limitations set forth in Section 8.4, to the extent indemnifiable Losses of any Buyer Indemnified Party are to be paid by Seller, the Buyer Indemnified Parties shall cooperate be entitled to recover: (i) for Claims pursuant to Section 8.2(a)(i) (other than with respect to Fraud or a breach of Fundamental Representations or Tax Representations), (A) first, by application of the personDeductible, persons (B) second, through payment from Seller for cash, subject to the Cap, and (C) third, to the extent that the Buyer Indemnified Parties have not recovered all such Losses pursuant to the foregoing subclauses (A) and (B) of this clause (i), solely from the RW Policy; (ii) for Claims pursuant to Section 8.2(a)(i) for breach of a Fundamental Representation or entity making such determination a Tax Representation or pursuant to Section 8.2(a)(v) with respect to the Indemnitee’s entitlement to indemnificationExcluded Taxes, including providing to such person(A) first, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected through payment from disclosure and which is reasonably available Seller for cash, subject to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation Cap, (irrespective of the determination as B) second, to the Indemnitee’s entitlement extent that the Buyer Indemnified Parties have not recovered all such Losses pursuant to indemnificationthe foregoing subclause (A) of this clause (ii), from the RW Policy until the limit of liability thereunder has been exhausted and (C) third, to the extent that the Buyer Indemnified Parties have not recovered all such Losses pursuant to the foregoing subclauses (A) and (B) of this clause (ii), from Seller for cash; and (iii) for Claims other than as set forth in the Corporation hereby indemnifies preceding clauses (i) and (ii), through payment from Seller for cash. To the Indemnitee therefromextent indemnifiable Losses of any Seller Indemnified Party are to be paid by Buyer, Seller may recover such Losses by proceeding directly against Buyer for cash, subject to the limitations set forth in Section 8.4. For the avoidance of doubt, this Section 8.3(c) shall not affect Buyer’s rights to seek recovery for Losses from a source other than Seller.

Procedures. (a) In order Wherever the provisions of this Agreement require or provide for or permit an approval or consent by the City of or to obtain indemnification any action, Person, Document, or advancement of Expenses pursuant to other matter contemplated by this Agreement, the Indemnitee following provisions shall submit apply: (i) such request for approval or consent must (1) contain or be accompanied by any documentation or information required for such approval or consent in reasonably sufficient detail, as reasonably determined by the City, (2) clearly set forth the matter in respect of which such approval or consent is being sought, (3)form the sole subject matter of the correspondence containing such request for approval or consent, and (4) state clearly that such approval or consent is being sought; (ii)such approval or consent shall not be unreasonably or arbitrarily withheld, conditioned or delayed (unless such provision provides that such approval or consent may be unreasonably or arbitrarily withheld, conditioned or delayed or is subject to the Corporation discretion of the City); (iii) the City shall, within such time period set forth herein (or if no time period is provided, within 45 Days, subject to the City’s right to extend such period for an additional 15 Days) after the giving of a written requestnotice by the Concessionaire requesting an approval or consent, including advise the Concessionaire by notice either that it consents or approves or that it withholds its consent or approval, in which latter case it shall (unless such provision provides that such approval or consent may be unreasonably or arbitrarily withheld, conditioned or delayed or is subject to the discretion of the City) set forth, in reasonable detail, its reasons for withholding its consent or approval, which reasons may include the insufficiency, as determined by the City acting reasonably, of the information or documentation provided; (iv) if the responding notice mentioned in clause (iii) of this Section 1.15(a) indicates that the City does not approve or consent, the Concessionaire may take whatever steps may be necessary to satisfy the objections of the City set out in the responding notice and, thereupon, may resubmit such request for approval or consent from time to time and the provisions of this Section 1.15 shall again apply until such documentation and information time as the approval or consent of the City is reasonably available finally obtained; (v) if the disapproval or withholding of consent mentioned in clause (iv) of this Section 1.15(a) is subsequently determined pursuant to Article 19 to have been improperly withheld or conditioned by the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification City, such approval or advancement of Expenses. Any such indemnification or advancement of Expenses consent shall be made promptlydeemed to have been given on the date of such final determination; and (vi) for the avoidance of doubt, and in any event within 20 days after receipt by the Corporation of the written request of the Indemnitee, unless the Corporation determines within such 20-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination, and any determination that advanced Expenses must be repaid dispute as to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorumconsent or approval has been unreasonably withheld, (b) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether conditioned or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, delayed shall be regular legal counsel to the Corporation) resolved in a written opinion, or (d) by the stockholders of the Corporation. (b) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (c) The Indemnitee shall cooperate accordance with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective provisions of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromArticle 19.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 20 (i) in the case of advancement of Expenses under Section 7, 30 calendar days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, 60 calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and (c) below. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines within such 20-day period that the Indemnitee did has not meet met the applicable standard of conductconduct set forth in Section 2. Such determinationAny determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made made, in each instance the discretion of the Board of Directors of the Corporation, (a1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (b2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c3) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) Independent Counsel in a written opinionopinion to the Board, or (d4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (bc) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable fees and expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary fees and expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (ce) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.